an Opinion of Counsel. (a) to the effect that (i) the Securities of such Series and the Guarantees, the Authorizing Resolutions and/or the supplemental indenture (if any) relating thereto comply or will comply with the requirements of this Indenture, and (ii) the Securities of such Series and the Guarantees, when authenticated, if applicable, and delivered by the Trustee in accordance with the said Company Order, will constitute valid and binding obligations of the Company and the Guarantors, as applicable, enforceable in accordance with their terms, subject to (A) bankruptcy and other laws affecting creditors' rights generally as in effect from time to time, (B) limitations of generally applicable equitable principles and (C) other exceptions acceptable to the Trustee and its counsel; and (b) relating to such other matters as may reasonably be requested by the Trustee or its counsel; and
an Opinion of Counsel. (i) specifying the certificate or other evidence that shows the authorization, approval or consent of or to the issuance by the Company of the Additional Obligations then applied for by any Federal, state or other governmental regulatory agency whose authorization, approval or consent is at the time required to be obtained by the Company having jurisdiction in the premises, or stating that no such authorization, approval or consent is required;
an Opinion of Counsel. SATISFACTORY TO THE COMPANY IS FURNISHED UPON REQUEST BY THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." The legend contained in this Section 5.4 may be removed from a certificate or instrument representing any of the Securities immediately upon receipt by the Company's transfer agent of a certificate substantially in the form of Appendix II and such other documentation as the transfer agent may routinely require, including, but not limited to, an opinion of counsel. Notwithstanding the foregoing, such Securities must be held in certificated form until such shares have been sold in accordance with the provisions of Appendix II.
an Opinion of Counsel to Seller (or counsel to the IDB Issuer) addressed to Buyer to the effect that the Assignment and Assumption Agreement relating to the IDB Bonds will not adversely affect the excludability of interest on the IDB Bonds from the gross income of the owners thereof for purposes of federal income taxation.
an Opinion of Counsel. If Such Opinion Shall Be Reasonably Satisfactory To Counsel For The Issuer, That An Exemption From Registration Under Such Act Is Available. The Transfer Or Exchange Of The Option Represented By This Certificate Is Restricted In Accordance With The Option Agreement Referred To Herein. EXERCISABLE ON OR BEFORE 5:30 P.M., NEW YORK TIME, August 31, 2000 OPTION CERTIFICATE This Option Certificate certifies that Robb Peck McCooey Clearing Corpoxxxxxx ("Xxxxxxxx"), or registered assigns, is the registered holder of an Option to purchase up to fully-paid and non-assessable shares of common stock, par value $0.001 per share ("Common Stock"), of Shopnet.com, Inc. (the "Company"), xxxxx 0:30 p.m., New York time, on August 31, 2000 (the "Expiration Date"), at an exercise price of $____ per share, upon surrender of this Option Certificate and payment of the exercise price at an office or agency of the Company, but subject to the conditions set forth herein and in the Option Agreement dated September 1, 1999 between the Company and Optionee. Payment of the exercise price shall be made by (i) bank or certified check, (ii) promissory note, or (iii) a combination of (i) and (ii) to the order of the Company, subject to approval by the Company No Option may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time the Option evidenced hereby, unless exercised prior thereto, shall expire and become void. The Option evidenced by this Option Certificate is granted pursuant to the Option Agreement, which agreement is hereby incorporated by reference and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties, and immunities thereunder of the Optionee. Upon due presentment for registration of transfer of this Option Certificate at an office or agency of the Company, a new Option Certificate or Option Certificates of like tenor and evidencing in the aggregate a like number of shares of Common Stock underlying the Option shall be issued to the transferee(s) in exchange for this Option Certificate, subject to the limitations provided herein and in the Option Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the shares underlying the Option evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Option Certificate representing such numbered s...
an Opinion of Counsel. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. The Issuer shall execute and the Trustee shall, in accordance with this Section with respect to the Securities of a series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be retained by the Trustee as custodian for such Depositary or delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to this Section must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.
an Opinion of Counsel. (1) stating that the certificates, opinions and other instruments and/or cash and/or obligations which have been or are therewith delivered to or deposited and pledged with the Trustee conform to the requirements of this Indenture, and that, upon the basis of the Application, all conditions precedent herein provided for or relating to the release from the lien of this Indenture of the property so sold, exchanged or otherwise disposed of or contracted to be sold, exchanged or otherwise disposed of have been complied with;
an Opinion of Counsel. (A) to the effect that, upon satisfaction and discharge of the Class A Mortgage under which the Class A Bonds to be so surrendered were authenticated and delivered, the Lien of such other Class A Mortgage on the property formerly subject to the Lien of such Class A Mortgage to be satisfied and discharged will be subject to no Lien except the Lien of such other Class A Mortgage and other Liens of the character permitted to exist or to be thereafter created under such Class A Mortgage to be satisfied and discharged; and
an Opinion of Counsel. Subject the provisions of Section 7.01, the Trustee may receive and be entitled to rely on an Opinion of Counsel conforming to the requirements of Section 14.06 as conclusive evidence that any such consolidation, merger, sale or conveyance and any such supplemental indenture or other instrument or instruments comply with the provisions of this Article Eleven.
an Opinion of Counsel. (subject to customary exceptions and exclusions) from United States counsel to the effect that Holders or beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result... (2) an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; (3) an Officer’s Certificate stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and (4) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended.
