Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates and the Certificates of Good Standing. We have also relied upon the following assumptions, which we have not independently verified: 2.1 the Agreements have been or will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman Islands); 2.2 the Agreements are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands); 2.3 the choice of the laws of the State of New York as the governing law of the Agreements has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands); 2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals; 2.5 all signatures, initials and seals are genuine; 2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects; 2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Agreements; 2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof; 2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements; 2.10 there is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and 2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation thereto.
Appears in 2 contracts
Sources: Share Purchase Agreement (Focus Media Holding LTD), Share Purchase Agreement (Focus Media Holding LTD)
Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Director’s Certificate, the Company Register of Members, the Alibaba Register of Members, the Alibaba M&A and the Certificates Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 the Agreements The Opinion Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);.
2.2 the Agreements The Opinion Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than than, with respect to the Company, [JMY] and [JT], the laws of the Cayman Islands);.
2.3 The choice of Cayman Islands law as the governing law of the IPCo Promissory Note, the IPCo Asset Charge, the IPCo Legal Mortgage and the Legal Mortgage of IPCo Shares and the choice of the laws of the State of New York as the governing law of the Agreements has Framework Agreement have been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands);faith.
2.4 copy documents, Copy documents or conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;, and translations of documents provided to us are complete and accurate.
2.5 all All signatures, initials and seals are genuine;.
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the The power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreements;Transaction Documents.
2.7 Under all relevant laws (other than the laws of the Cayman Islands), including without prejudice to the generality of the foregoing, the governing law and the law of situs of the property subject to the security interests created pursuant to the IPCo Asset Charge (the “Secured IPCo Property”) the IPCo Asset Charge creates a valid fixed and floating charge over the Secured IPCo Property and any further steps required as a matter of all relevant laws (other than the laws of the Cayman Islands) to perfect such floating charge have been taken.
2.8 all conditions precedent contained in Immediately prior to the Agreements have been satisfied or duly waived and there has been no breach creation of the terms IPCo Legal Mortgage, the Company was the beneficial owner of the Agreements at shares which are the date hereof;
2.9 subject of the security interest created by the IPCo Legal Mortgage (the “Secured Alibaba Shares”), and no encumbrances or equities exist in respect of the Secured Alibaba Shares (other than arising by virtue of the laws of the Cayman Islands) and that there is no contractual or other prohibition (other than as may arise one arising by virtue of the laws of the Cayman Islands) binding on upon the Company preventing the Company from creating the security interest over the Secured Alibaba Shares pursuant to the IPCo Legal Mortgage.
2.9 Alibaba has not received a stop notice under Order 50 r.11 of the Grand Court Rules of the Cayman Islands in respect of the Secured Alibaba Shares.
2.10 Immediately prior to the creation of the Legal Mortgage of IPCo Shares, each of the Grantors was the beneficial owner of the shares which are the subject of the security interest created by the Legal Mortgage of IPCo Shares (the “Secured IPCo Shares”), and no encumbrances or on equities exist in respect of the Secured IPCo Shares (other than arising by virtue of the laws of the Cayman Islands) and that there is no contractual or other prohibition (other than arising by virtue of the laws of the Cayman Islands) binding upon either of the Grantors preventing them from creating the security interest over the Secured IPCo Shares pursuant to the Legal Mortgage of IPCo Shares.
2.11 The Secured IPCo Shares have been fully paid and are not subject to any other party prohibiting it from entering into and performing its obligations liens or rights of forfeiture under the Agreements;relevant articles of association and the Company has not received a stop notice under Order 50 r.11 of the Grand Court Rules of the Cayman Islands in respect of the Secured IPCo Shares.
2.10 there 2.12 We have been provided with complete and accurate copies of all minutes of meetings or written resolutions or consents of the shareholders and directors (or any committee thereof) of the Company (which were duly convened, passed and/or (as the case may be) signed and delivered in accordance with the Articles of Association of the Company) and the Certificate of Incorporation, Memorandum and Articles of Association (as adopted on incorporation and as subsequently amended) and statutory registers of the Company.
2.13 Payment obligations of the Company under the Framework Agreement are unsubordinated and undeferred as a contractual matter under the governing law of the Framework Agreement and the parties to the Framework Agreement do not subsequently agree to subordinate or defer their claims.
2.14 The [Alibaba] M&A as adopted by special resolution passed on 5 November 2007 on effective on 6 November 2007 remain in full force and effect and are unamended.
2.15 There is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and
2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation thereto.
Appears in 2 contracts
Sources: Framework Agreement (Alibaba Group Holding LTD), Framework Agreement (Yahoo Inc)
Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates and the Certificates of Good StandingDirector’s Certificates. We have also relied upon the following assumptions, which we have not independently verified:
2.1 the Agreements have Charge of Shares has been or will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman Islands);
2.2 the Agreements are, or will be, Charge of Shares is legal, valid, binding and enforceable against all relevant parties in accordance with their its terms under the laws of the State of New York British Virgin Islands law and all other relevant laws (other than the laws of the Cayman Islands);
2.3 the choice of the laws of the State of New York Cayman Islands law as the governing law of the Agreements Charge of Shares has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands)faith;
2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;
2.5 all signatures, initials and seals are genuine;
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, deliver deliver, and perform their respective obligations under the AgreementsCharge of Shares;
2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;
2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements;
2.10 2.7 there is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; andBritish Virgin Islands;
2.11 the issued shares 2.8 that no encumbrances or equities exist in the capital respect of the Company have been fully paid up shares of the Cayman Companies which are the subject of the Charge of Shares (the “Secured Shares”) (other than arising by virtue of the laws of the Cayman Islands) and that there are is no contractual or other obligations prohibition (other than as may arise one arising by virtue of the laws of the Cayman Islands) binding on upon the Company or any preventing the Company from creating the charge over the Secured Shares pursuant to the Charge of Shares;
2.9 the persons to whom such shares share certificates representing the Secured Shares have been issued to make any further payment or give further consideration in relation theretodeposited with the Chargee together with a signed but undated share transfer form, and a security power of attorney.
Appears in 1 contract
Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this stating our opinion we have relied (without further verification) upon assumed:
1.1 the authenticity, accuracy and completeness of all Documents and accuracy other documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies;
1.2 that each of the Directors' Certificates Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the Certificates of Good Standing. We have also relied upon transmission as sent;
1.3 the following assumptions, which we have not independently verified:
2.1 the Agreements have been or will be authorised and duly executed and delivered by or on behalf genuineness of all relevant parties signatures on the Documents;
1.4 the authority, capacity and power of each of the persons signing the Documents (other than the Company in respect of the Subject Agreements);
1.5 that any representation, warranty or statement of fact or law, other than as a matter to the laws of Cayman Islands law) Bermuda, made in accordance with all relevant laws (any of the Documents is true, accurate and complete;
1.6 that the Subject Agreements constitute the legal, valid and binding obligations of each of the parties thereto, other than the Company, under the laws of the Cayman Islands)its jurisdiction of incorporation or its jurisdiction of formation;
2.2 1.7 that the Subject Agreements arehave been validly authorised, or executed and delivered by each of the parties thereto, other than the Company, and the performance thereof is within the capacity and powers of each such party thereto, and that each such party to which the Company purportedly delivered the Subject Agreements has actually received and accepted delivery of such Subject Agreements;
1.8 that the Subject Agreements will beeffect, and will constitute legal, validvalid and binding obligations of each of the parties thereto, binding and enforceable against all relevant parties in accordance with their terms terms, under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands)by which they are expressed to be governed;
2.3 1.9 that the choice of Subject Agreements are in the laws of the State of New York as the governing law of the Agreements has been made proper legal form to be admissible in good faith evidence and would be regarded as a valid and binding selection which will be upheld by enforced in the courts of the State of New York as a matter sitting in New York County and the United States District Court of the laws of the State Southern District of New York (New York Courts) and all other relevant laws (other than the laws of the Cayman Islands);
2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;
2.5 all signatures, initials and seals are genuine;
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, accordance with respect to the Company, the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Agreements;
2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;
2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements;
2.10 there is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and;
2.11 the issued shares in the capital of the Company have been fully paid up and 1.10 that there are no contractual provisions of the laws or other obligations (regulations of any jurisdiction other than Bermuda which would be contravened by the execution or delivery of the Subject Agreements or which would have any implication in relation to the opinion expressed herein and that, in so far as may arise any obligation under, or action to be taken under, the Subject Agreements is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;
1.11 that none of the Cayman Islandsparties to the Subject Agreements maintains a place of business (as defined in section 4(6) binding on of the Investment Business Act 2003), in Bermuda;
1.12 that the records which were the subject of the Company or any Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the persons to whom such shares have Company Search been issued to make any further payment or give further consideration in relation thereto.materially altered;
Appears in 1 contract
Sources: Credit Agreement (Invesco Ltd.)
Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Director's Certificate and the Certificates Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 the Agreements Transaction Documents have been or will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman Islands);
2.2 the Agreements Transaction Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands);
2.3 the choice of the laws of the State of New York as the governing law of the Agreements Transaction Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands);
2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;
2.5 all signatures, initials and seals are genuine;
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, than the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Agreements;Transaction Documents; and
2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;
2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements;
2.10 2.7 there is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and
2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation thereto.
Appears in 1 contract
Assumptions. The following opinion is opinions are given only as to, to and based on, on circumstances and matters of fact existing and known to us on at the date hereof and of which we are aware consequent upon the instructions we have received in relation to the matter the subject of this opinion. This opinion only relates and as to the laws of the Cayman Islands which as the same are in force on at the date of this opinionhereof. In giving this opinion opinion, we have relied (without further verification) upon the completeness and accuracy (and assumed the continuing completeness and accuracy as at the date hereof) of the Directors' Certificates Director’s Certificate and the Certificates Certificate of Good Standing. We Standing without further verification and have also relied upon the following assumptions, which we have not independently verified:
2.1 The Share Purchase Agreement, the Agreements Shareholders’ Agreement and the Right of First Refusal and Co-Sale Agreement (together, the “Agreements”) have been or will be authorised and duly authorised, executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman IslandsCompany);.
2.2 the The Agreements are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);.
2.3 The power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute and perform their respective obligations under the Agreements.
2.4 The choice of the laws of the State of New York as the governing law of the Agreements has been made by all parties in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of the laws of the State of New York and by all other courts under all other relevant laws (other than the laws of the Cayman Islands);.
2.4 copy documents, conformed copies 2.5 Copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;
2.5 all signatures, initials and seals are genuine;.
2.6 The genuineness of all signatures and seals.
2.7 All conditions to the register of members valid adoption of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the powerRestated M&A, authority and legal right of all parties under all relevant laws and regulations (other than, with respect changes to the Company, the laws of the Cayman Islands) to enter into, execute, deliver authorised share capital and perform their respective obligations under the Agreements;
2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;.
2.9 there 2.8 There is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements;
2.10 . The following opinions are given only as to matters of Cayman Islands law and we have assumed that there is nothing under any other law (other than that would affect or vary the law of the Cayman Islands) which would or might affect the opinions hereinafter appearingfollowing opinions. Specifically, Specifically we have made no independent investigation of the laws of the State of New York; and
2.11 the issued shares in the capital of the Company have been fully paid up York and there are we offer no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration opinion in relation thereto.
Appears in 1 contract
Assumptions. The following opinion is opinions are given only as to, to and based on, on circumstances and matters of fact existing and known to us on at the date hereof and of which we are aware consequent upon the instructions we have received in relation to the matter the subject of this opinion. This opinion only relates and as to the laws of the Cayman Islands which as the same are in force on at the date of this opinionhereof. In giving this opinion opinion, we have relied (without further verification) upon the completeness and accuracy (and assumed the continuing completeness and accuracy as at the date hereof) of the Directors' Certificates Director’s Certificate and the Certificates Certificate of Good Standing. We Standing without further verification and have also relied upon the following assumptions, which we have not independently verified:
2.1 The Share Purchase Agreement, the Agreements Shareholders’ Agreement, the Right of First Refusal and Co-Sale Agreement, the Indemnification Agreement and the Escrow Agreement (together, the “Agreements”) have been or will be authorised and duly authorised, executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman IslandsCompany);.
2.2 the The Agreements are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York or, in the case of the Escrow Agreement, the laws of Hong Kong and all other relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);.
2.3 The power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute and perform their respective obligations under the Agreements.
2.4 The choice of the laws of the State of New York or, in the case of the Escrow Agreement, the laws of Hong Kong as the governing law of the Agreements has been made by all parties in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of the laws of the State of New York or the courts of Hong Kong as a matter of the laws of Hong Kong, as appropriate, and by all other courts under all other relevant laws (other than the laws of the Cayman Islands);.
2.4 copy documents, conformed copies 2.5 Copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;
2.5 all signatures, initials and seals are genuine;.
2.6 The genuineness of all signatures and seals.
2.7 All conditions to the register of members valid adoption of the Company maintained at the registered office of the Company in the Cayman Islands is complete Restated M&A and accurate in all respects;
2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Agreements;
2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;.
2.9 there 2.8 There is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements;
2.10 . The following opinions are given only as to matters of Cayman Islands law and we have assumed that there is nothing under any other law (other than that would affect or vary the law of the Cayman Islands) which would or might affect the opinions hereinafter appearingfollowing opinions. Specifically, Specifically we have made no independent investigation of the laws of the State of New York; and
2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual York or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration Hong Kong and we offer no opinion in relation thereto.
Appears in 1 contract
Assumptions. The following opinion is opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinionopinion letter. This opinion These opinions only relates relate to the laws of the Cayman Islands which are in force on the date of this opinionopinion letter. In giving this opinion the following opinions, we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Director’s Certificate and the Certificates Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 the Agreements have The Underwriting Agreement has been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);.
2.2 the Agreements areThe Underwriting Agreement is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their its terms under the laws of the State of New York (the “Relevant Law”) and all other relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);.
2.3 the The choice of the laws of the State of New York Relevant Law as the governing law of the Agreements Underwriting Agreement has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York (the “Relevant Jurisdiction”) and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of the State of New York Relevant Law and all other relevant laws (other than the laws of the Cayman Islands);.
2.4 copy Where the Underwriting Agreement has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered by all parties thereto in materially the same form as the last version provided to us and, where we have been provided with successive drafts of the Underwriting Agreement marked to show changes to a previous draft, all such changes have been accurately marked.
2.5 Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;, and translations of documents provided to us are complete and accurate.
2.5 all 2.6 All signatures, initials and seals are genuine;
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;.
2.7 the The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreements;Underwriting Agreement.
2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;
2.9 there There is no contractual or other prohibition or restriction (other than as may arise by virtue of the laws of the arising under Cayman IslandsIslands law) binding on the Company prohibiting or on any other party prohibiting restricting it from entering into and performing its obligations under the Agreements;Underwriting Agreement.
2.9 No monies paid to or for the account of any party under the Underwriting Agreement represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Law 2008, and the Terrorism Law (2011 Revision), respectively).
2.10 there There is nothing under any law (other than the law laws of the Cayman Islands) which would or might affect the opinions hereinafter appearingset out below. Specifically, we have made no independent investigation of the laws Relevant Law.
2.11 The Court Register constitutes a complete record of the State of New York; and
2.11 proceedings before the issued shares in Grand Court as at the capital time of the Company have been fully paid up and there Litigation Search (as those terms are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation theretodefined below).
Appears in 1 contract
Sources: Underwriting Agreement (Moneygram International Inc)
Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' ’ Certificates and the Certificates of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 the Agreements Transaction Documents and the Notes will be or have been or will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than the Company and the Parent Guarantor as a matter of Cayman Islands law) in accordance with all relevant laws (other than than, with respect to the Company and the Parent Guarantor, the laws of the Cayman Islands);
2.2 the Agreements Transaction Documents and the Notes are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands);
2.3 the choice of the laws law of the State of New York as the governing law of the Agreements Transaction Documents and the Notes has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of the laws of the State of New York law and all other relevant laws (other than the laws of the Cayman Islands);
2.4 the Transaction Documents and the Notes will be or have been duly executed and unconditionally delivered on behalf of the Company by an Authorised Officer of the Company (as that term is defined in the NHIL December Resolutions);
2.5 the Transaction Documents and the Notes will be or have been duly executed and unconditionally delivered on behalf of the Parent Guarantor by an Authorised Officer of the Parent Guarantor (as that term is defined in the NC December Resolutions);
2.6 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;
2.5 2.7 all signatures, initials and seals are genuine;
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Agreements;
2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;
2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements;
2.10 there is nothing under any law (other than the law laws of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and;
2.11 the issued shares in the capital of the Company have been fully paid up and 2.9 there are is no contractual or other obligations prohibition or restriction (other than as may arise by virtue of the laws of the arising under Cayman IslandsIslands law) binding on the Company or the Parent Guarantor prohibiting or restricting them from entering into and performing their obligations under the Transaction Documents and the Notes;
2.10 no invitation has been or will be made by or on behalf of the Company or the Parent Guarantor to the public in the Cayman Islands to subscribe for any of the persons Notes;
2.11 no monies paid to whom such shares have been or for the account of any party under the Transaction Documents represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Law (2016 Revision) and the Terrorism Law (2015 Revision), respectively);
2.12 the power, authority and legal right of all parties under all relevant laws and regulations (other than the Company and the Parent Guarantor as a matter of Cayman Islands law) to enter into, execute, unconditionally deliver and perform their respective obligations under the Transaction Documents; and
2.13 the Notes will be issued to make any further payment or give further consideration and authenticated in relation theretoaccordance with the provisions of the Indenture.
Appears in 1 contract
Sources: Underwriting Agreement (Noble Corp)
Assumptions. The following This opinion is given only based upon the following assumptions:
1. there are no provisions of the laws of any jurisdiction outside the Cayman Islands which would be contravened by the execution or delivery of the Documents nor the offering of the Notes and, insofar as to, and based on, circumstances and matters of fact existing and known any obligation expressed to us on be incurred under the date of this opinion. This opinion only relates Documents is to be performed in or is otherwise subject to the laws of any jurisdiction outside the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy Islands, its performance will not be illegal by virtue of the Directors' Certificates laws of that jurisdiction;
2. the Documents are within the capacity, power, and the Certificates of Good Standing. We have also relied upon the following assumptionslegal right of, which we have not independently verified:
2.1 the Agreements and have been or will be authorised and duly authorised, executed and delivered by or on behalf by, each of all relevant the parties thereto (other than the Company Company) and constitute or, when executed and delivered, will constitute the legal, valid and binding obligations of each of the parties thereto enforceable in accordance with their terms as a matter of Cayman Islands law) in accordance with the laws of all other relevant laws jurisdictions (other than the laws of the Cayman Islands);
2.2 the Agreements are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands);
2.3 3. the choice of the laws of the State of New York as the governing law jurisdiction selected to govern each of the Agreements Documents has been made in good faith and would will be regarded as a valid and binding selection which will be upheld by in the courts of the State of New York as a matter of the laws of the State of New York that jurisdiction and all other relevant laws jurisdictions (other than the laws of the Cayman Islands);
2.4 copy documents4. all authorisations, conformed copies or drafts of documents provided to us are true approvals, consents, licences and complete copies exemptions required by, and all filings and other requirements of, each of the parties to the Documents outside the Cayman Islands to ensure the legality, validity and enforceability of the Documents have been or will be duly obtained, made or fulfilled and are and will remain in full force and effect and any conditions to which they are subject have been satisfied;
5. all conditions precedent, if any, contained in the final forms of, the originalsDocuments have been or will be satisfied or waived;
2.5 all signatures, initials and seals are genuine;
2.6 6. the register Board of members Directors of the Company maintained considers the execution of the Documents and the transactions contemplated thereby to be in the best interests of the Company;
7. no disposition of property effected by the Documents is made for an improper purpose or wilfully to defeat an obligation owed to a creditor and at an undervalue;
8. the Company was on the date of execution of the Documents able to pay its debts as they became due from its own moneys, and that any disposition or settlement of property effected by any of the Documents is made in good faith and for valuable consideration and at the registered office time of each disposition of property by the Company pursuant to the Documents the Company will be able to pay its debts as they become due from its own moneys;
9. the originals of all documents examined in connection with this opinion are authentic, all seals thereon and the signatures and initials thereon of any person authorised to execute the Documents are genuine, all such documents purporting to be sealed have been so sealed, all copies are complete and conform to their originals, and the Documents conform in every material respect to the latest drafts of the same produced to us and, where provided in successive drafts, have been marked-up to indicate all changes to such Documents;
10. the Amended and Restated Memorandum and Articles of Association reviewed by us are the Amended and Restated Memorandum and Articles of Association of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Agreements;
2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements force at the date hereof;
2.9 there is no contractual or other prohibition (other than as may arise by virtue 11. [the Certificate of Incorporation dated , the Certificate of Incorporation on Change of Name dated [ ], the Amended and Restated Memorandum and Articles of Association, the Register of Directors and Officers, and the Register of Mortgages and Charges of the laws Company as maintained at its registered office in the Cayman Islands and examined by us on [ ] 2007 are complete and accurate and constitute a complete and accurate record of the business transacted by the Company and all matters required by law and the Memorandum and Articles of Association of the Company to be recorded therein are so recorded;]s
12. the Cause List and the Register of Writs and other Originating Process of the Grand Court of the Cayman Islands examined by us at the Clerk of Courts Office, ▇▇▇▇▇▇ Town, Grand Cayman on the Search Date constitute a complete record of the proceedings before the Grand Court of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements;
2.10 there is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and
2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation thereto.
Appears in 1 contract
Sources: Note Purchase Agreement (Aei)
Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this stating our opinion we have relied (without further verification) upon assumed:
1.1 the authenticity, accuracy and completeness of all Documents and accuracy other documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies;
1.2 that each of the Directors' Certificates Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the Certificates of Good Standing. We have also relied upon transmission as sent;
1.3 the following assumptions, which we have not independently verified:
2.1 the Agreements have been or will be authorised and duly executed and delivered by or on behalf genuineness of all relevant parties signatures on the Documents;
1.4 the authority, capacity and power of each of the persons signing the Documents (other than the Company in respect of the Subject Agreements to which it is a party);
1.5 that any representation, warranty or statement of fact or law, other than as a matter to the laws of Cayman Islands law) Bermuda, made in accordance with all relevant laws (any of the Documents is true, accurate and complete;
1.6 that the Subject Agreements constitute the legal, valid and binding obligations of each of the parties thereto, other than the Company, under the laws of the Cayman Islands)its jurisdiction of incorporation or its jurisdiction of formation;
2.2 1.7 that the Subject Agreements arehave been validly authorised, or executed and delivered by each of the parties thereto, other than the Company, and the performance thereof is within the capacity and powers of each such party thereto, and that each such party to which the Company purportedly delivered the Subject Agreements has actually received and accepted delivery of such Subject Agreements;
1.8 that the Subject Agreements will beeffect, and will constitute legal, validvalid and binding obligations of each of the parties thereto, binding and enforceable against all relevant parties in accordance with their terms terms, under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands)by which they are expressed to be governed;
2.3 1.9 that the choice of Subject Agreements are in the laws of proper legal form to be admissible in evidence and enforced in the State of New York as the governing law of the Agreements has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the federal courts of the State United States in the city and county of New York, Borough of Manhattan and the New York as a matter of State courts in the laws of the State city and county of New York, Borough of Manhattan (hereinafter referred to as the New York Courts) and all other relevant laws (other than the laws of the Cayman Islands);
2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;
2.5 all signatures, initials and seals are genuine;
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, accordance with respect to the Company, the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Agreements;
2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;
2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements;
2.10 there is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and;
2.11 the issued shares in the capital of the Company have been fully paid up and 1.10 that there are no contractual provisions of the laws or other obligations (regulations of any jurisdiction other than Bermuda which would be contravened by the execution or delivery of the Subject Agreements or which would have any implication in relation to the opinion expressed herein and that, in so far as may arise any obligation under, or action to be taken under, the Subject Agreements is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;
1.11 that none of the Cayman Islandsparties to the Subject Agreements maintains a place of business (as defined in section 4(6) binding on of the Investment Business Act 2003), in Bermuda;
1.12 that the records which were the subject of the Company or any Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the persons Company Search been materially altered;
1.13 that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the Litigation Search been materially altered;
1.14 that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and, in respect of the 2012 Resolutions, they accurately record the resolutions adopted by the Board of Directors of the Company as unanimous written resolutions of the Board of Directors of the Company and, in respect of the 2013 Resolutions, they accurately record the resolutions passed by the Board of Directors of the Company in a meeting which was duly convened and at which a duly constituted quorum was present and voting throughout, and that there is no matter affecting the authority of the Directors to whom such shares effect entry by the Company into the Subject Agreements, not disclosed by the Constitutional Documents or the Resolutions, which would have been issued to make any further payment or give further consideration adverse implication in relation theretoto the opinions expressed herein;
1.15 that the Underwriters have no express or constructive knowledge of any circumstance whereby any Director of the Company, when the Board of Directors of the Company adopted and passed the Resolutions, failed to discharge his fiduciary duty owed to the Company and to act honestly and in good faith with a view to the best interests of the Company;
1.16 that the Company has entered into its obligations under the Subject Agreements in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the transactions contemplated by the Subject Agreements to which it is a party would benefit the Company;
1.17 that each transaction to be entered into pursuant to the Subject Agreements is entered into in good faith and for full value and will not have the effect of preferring one creditor over another; and
1.18 that there are no matters of fact or law (other than matters of Bermuda law) affecting the enforceability of the Subject Agreements that have arisen since the execution of the Subject Agreements which would affect the opinions expressed herein.
Appears in 1 contract
Sources: Purchase Agreement (Invesco Ltd.)
Assumptions. The following opinion is opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinionopinion letter. This opinion These opinions only relates relate to the laws of the Cayman Islands which are in force on the date of this opinionopinion letter. In giving this opinion these opinions we have relied (without further verification) upon the completeness and accuracy accuracy, as at the date of this opinion letter, of the Directors' Certificates Certificate of Good Standing and the Certificates of Good StandingOfficer’s Certificate. We have also relied upon the following assumptions, which we have not independently verified:
2.1 Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the Agreements have been or will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than final forms of, the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman Islands);originals.
2.2 the Agreements All signatures, initials and seals are genuine.
2.3 The Notes are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the “Relevant Law”) and all other relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);
2.3 the choice of the laws of the State of New York as the governing law of the Agreements has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands);.
2.4 copy documentsThe capacity, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;
2.5 all signatures, initials and seals are genuine;
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreements;Notes.
2.8 all conditions precedent 2.5 There is nothing contained in the Agreements have been satisfied minute book or duly waived and there has been no breach corporate records of the terms of Company (which we have not inspected) which would or might affect the Agreements at the date hereof;opinions set out below.
2.9 there 2.6 There is no contractual or other prohibition or restriction (other than as may arise by virtue of the laws of the arising under Cayman IslandsIslands law) binding on the Company prohibiting or on any other party prohibiting restricting it from entering into and performing its obligations under the Agreements;Notes.
2.10 there 2.7 No monies paid to or for the account of any party under the Notes or any property received or disposed of by any party to the Notes in each case in connection with the Notes or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (2020 Revision) and the Terrorism Act (2018 Revision), respectively).
2.8 There is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearingset out below. Specifically, we have made no independent investigation of the Relevant Law. Based upon the foregoing assumptions and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
3.1 The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.
3.2 The execution, issuance, delivery and performance of the Notes have been duly authorised by and on behalf of the Company, and when the Notes have been executed, issued and unconditionally delivered for and on behalf of the Company and authenticated in the manner set forth in the Indenture relating to such issue of Notes and delivered against due payment therefor pursuant to, and in accordance with, the terms of the Registration Statement and the Prospectus Supplement, the Notes will have been duly executed, issued and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.
3.3 The statements under the caption “Taxation” in the prospectus forming part of the Registration Statement are accurate in so far as such statements are summaries of or relate to Cayman Islands law, and such statements constitute our opinion. The opinions expressed above are subject to the following qualifications:
4.1 The obligations assumed by the Company under the Notes will not necessarily be enforceable in all circumstances in accordance with their terms. In particular:
(a) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;
(b) enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;
(c) some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences;
(d) where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction;
(e) the courts of the Cayman Islands have jurisdiction to give judgment in the currency of the relevant obligation and statutory rates of interest payable upon judgments will vary according to the currency of the judgment. If the Company becomes insolvent and is made subject to a liquidation proceeding, the courts of the Cayman Islands will require all debts to be proved in a common currency, which is likely to be the “functional currency” of the Company determined in accordance with applicable accounting principles. Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the Cayman Islands;
(f) arrangements that constitute penalties will not be enforceable;
(g) enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts;
(h) provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process;
(i) the courts of the Cayman Islands may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Notes in matters where they determine that such proceedings may be tried in a more appropriate forum;
(j) we reserve our opinion as to the enforceability of the relevant provisions of the Notes to the extent that they purport to grant exclusive jurisdiction as there may be circumstances in which the courts of the Cayman Islands would accept jurisdiction notwithstanding such provisions; and
(k) a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory power and there is doubt as to the enforceability of any provision in the Notes whereby the Company covenants to restrict the exercise of powers specifically given to it under the Companies Act (2021 Revision) of the Cayman Islands, including, without limitation, the power to increase its authorised share capital, amend its memorandum and articles of association or present a petition to a Cayman Islands court for an order to wind up the Company.
4.2 Applicable court fees will be payable in respect of the enforcement of the Notes.
4.3 To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.
4.4 A certificate, determination, calculation or designation of any party to the Notes as to any matter provided therein might be held by a Cayman Islands court not to be conclusive final and binding if, for example, it could be shown to have an unreasonable or arbitrary basis, or in the event of manifest error.
4.5 The obligations of the Company may be subject to restrictions pursuant to United Nations sanctions as implemented under the laws of the Cayman Islands and/or restrictive measures adopted by the European Union Council for Common Foreign and Security Policy extended to the Cayman Islands by the Order of Her Majesty in Council.
4.6 We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Notes. We express no view as to the commercial terms of the Notes or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the Company. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder. Yours faithfully /s/ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (Hong Kong) LLP ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (Hong Kong) LLP Alibaba Group Holding Limited 26/F Tower One, Times Square ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Causeway Bay Hong Kong Ladies and Gentlemen: We have acted as counsel to Alibaba Group Holding Limited, an exempted company with limited liability under the law of the Cayman Islands (the “Company”) in connection with the Registration Statement on Form F-3 (File No. 333-252669) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of US$1,500,000,000 aggregate principal amount of 2.125% Notes due 2031, US$1,000,000,000 aggregate principal amount of 2.700% Notes due 2041, US$1,500,000,000 aggregate principal amount of 3.150% Notes due 2051 and US$1,000,000,000 aggregate principal amount of 3.250% Notes due 2061 (collectively, the “Securities”). The Securities will be issued under an indenture dated as of December 6, 2017 (the “Base Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), relating to the Notes, as supplemented by the Sixth Supplemental Indenture dated as of February 9, 2021 (the “Sixth Supplemental Indenture”) between the Company and the Trustee relating to the 2031 Notes, the Seventh Supplemental Indenture dated as of February 9, 2021 (the “Seventh Supplemental Indenture”) between the Company and the Trustee relating to the 2041 Notes, the Eighth Supplemental Indenture dated as of February 9, 2021 (the “Eighth Supplemental Indenture”) between the Company and the Trustee relating to the 2051 Notes, and the Ninth Supplemental Indenture dated as of February 9, 2021 (the “Ninth Supplemental Indenture,” and together with the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, and the Eighth Supplemental Indenture, the “Supplemental Indentures”, and each Supplemental Indenture, together with the Base Indenture, the “Indenture”) between the Company and the Trustee relating to the 2061 Notes. We have examined the Registration Statement, the Base Indenture (including the form of Security set forth therein), which is an exhibit to the Registration Statement, the Supplemental Indentures, the form of which has been filed as Exhibit 4.1 to the report on Form 6-K of the Company filed with the Commission in connection with the offer and sale of the Securities by the Company, a duplicate of the global notes representing the Securities, and the underwriting agreement, dated February 4, 2021 (the “Underwriting Agreement”), between the Company and the several underwriters named on Schedule A thereto. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee. We have assumed further that (1) the Company is validly existing and in good standing under the law of the Cayman Islands and has duly authorized, executed, issued and delivered , as applicable, the Indenture, the Securities and the Underwriting Agreement in accordance with its memorandum and articles of association and the law of the Cayman Islands, (2) the execution, delivery and performance by the Company of the Indenture, the Securities and the Underwriting Agreement do not and will not violate the law of the Cayman Islands or any other jurisdiction (except that no such assumption is made with respect to the law of the State of New York; and
2.11 ) and (3) the issued shares in execution, delivery and performance by the capital Company of the Indenture and the Securities do not and will not constitute a breach or violation of any agreement or instrument that is binding upon the Company or its memorandum and articles of association. Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that assuming (a) the taking of all necessary corporate action by the Board of Directors of the Company, a duly constituted and acting committee of such Board or duly authorized officers of the Company have been fully paid up (such Board of Directors, committee or authorized officers being hereinafter referred to as the “Company Authorizing Party”) to approve the issuance and there are no contractual or other obligations (other than as may arise by virtue terms of the laws Securities and the terms of the Cayman Islands) offering thereof so as not to violate any applicable law or agreement or instrument binding on the Company and (b) the due execution, authentication, issuance and delivery of the Securities, upon payment of the consideration therefor provided for in the Underwriting Agreement, and otherwise in accordance with the provisions of the Indenture and the Underwriting Agreement, the Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms. Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing and (iv) the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights. In connection with Section 15.13 of the Indenture whereby the parties submit to the jurisdiction of the courts of the United States of America in the State of New York, we note the limitations of 28 U.S.C. Sections 1331 and 1332 on subject matter jurisdiction of the U.S. federal courts. In connection with the provisions of Section 15.13 of the Indenture which relate to forum selection (including, without limitation, any waiver of any objection to venue or any objection that a court is an inconvenient forum), we note that under N.Y.C.P.L.R. Section 510 a New York State court may have discretion to transfer the place of the persons trial, and under 28 U.S.C. Section 1404
(a) a United States District Court has discretion to whom such shares have been issued transfer an action from one U.S. federal court to make any further payment or give further consideration in relation theretoanother.
Appears in 1 contract
Sources: Announcement
Assumptions. The following opinion is opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinionopinion letter. This opinion These opinions only relates relate to the laws of the Cayman Islands which are in force on the date of this opinionopinion letter. In giving this opinion the following opinions, we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Director’s Certificate and the Certificates Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 the Agreements have The Underwriting Agreement has been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);.
2.2 the Agreements areThe Underwriting Agreement is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their its terms under the laws of the State of New York (the “Relevant Law”) and all other relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);.
2.3 the The choice of the laws of the State of New York Relevant Law as the governing law of the Agreements Underwriting Agreement has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York (the “Relevant Jurisdiction”) and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of the State of New York Relevant Law and all other relevant laws (other than the laws of the Cayman Islands);.
2.4 copy Where the Underwriting Agreement has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered by all parties thereto in materially the same form as the last version provided to us and, where we have been provided with successive drafts of the Underwriting Agreement marked to show changes to a previous draft, all such changes have been accurately marked.
2.5 Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;, and translations of documents provided to us are complete and accurate.
2.5 all 2.6 All signatures, initials and seals are genuine;
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;.
2.7 the The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreements;Underwriting Agreement.
2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;
2.9 there There is no contractual or other prohibition or restriction (other than as may arise by virtue of the laws of the arising under Cayman IslandsIslands law) binding on the Company prohibiting or on any other party prohibiting restricting it from entering into and performing its obligations under the Agreements;Underwriting Agreement.
2.9 No monies paid to or for the account of any party under the Underwriting Agreement represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Law 2008, and the Terrorism Law (2009 Revision), respectively).
2.10 there There is nothing under any law (other than the law laws of the Cayman Islands) which would or might affect the opinions hereinafter appearingset out below. Specifically, we have made no independent investigation of the laws Relevant Law.
2.11 The Court Register constitutes a complete record of the State of New York; and
2.11 proceedings before the issued shares in Grand Court as at the capital time of the Company have been fully paid up and there Litigation Search (as those terms are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation theretodefined below).
Appears in 1 contract
Sources: Underwriting Agreement (Moneygram International Inc)
Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman British Virgin Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Registered Agent’s Certificate, the Certificate of Good Standing and the Certificates of Good StandingDirector’s Certificate. We have also relied upon the following assumptions, which we have not independently verified:
2.1 the Agreements Transaction Documents have been or will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman British Virgin Islands law) in accordance with all relevant laws (other than the laws of the Cayman British Virgin Islands);
2.2 the Agreements Transaction Documents and the Power of Attorney are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York law and all other relevant laws (other than the laws of the Cayman British Virgin Islands);
2.3 the choice of the laws of the State of New York law as the governing law of the Agreements Transaction Documents and the Power of Attorney has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York such jurisdiction as a matter of the laws of the State of New York law and all other relevant laws (other than the laws of the Cayman British Virgin Islands);
2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;
2.5 all signatures, initials and seals are genuine;
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman British Virgin Islands) to enter into, execute, deliver and perform their respective obligations under the AgreementsTransaction Documents;
2.8 2.7 the capacity, power and legal right under all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;
2.9 there is no contractual or other prohibition relevant laws (other than as may arise by virtue of the laws of the Cayman British Virgin Islands) binding of the attorney-in-fact named in the Power of Attorney to act as attorney-in-fact on behalf of the Company;
2.8 there is nothing contained in the minute book or the corporate records of the Company (other than the Register of Mortgages) or on the Issuer (which we have not inspected for the purpose of this opinion, even where we hold such minute book or corporate records) which would or might affect the opinions hereinafter appearing. In particular, we have not reviewed the register of members of the Issuer and have assumed that the Company will, at the relevant time be duly registered as the holder of the requisite number of Relevant Shares in the register of members of the Issuer;
2.9 we have assumed that the Register of Mortgages does not omit any charge, mortgage or other party prohibiting it from entering into security interest or encumbrance over Relevant Shares in the Issuer held by the Company and, in particular that no entry has been made in the register of mortgages and performing its obligations under charges of any Company subsequent to the Agreements;certified copy, as provided to us, having been made; and
2.10 there is nothing under any law (other than the law of the Cayman British Virgin Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and
2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company York or any of the persons to whom such shares have been issued to make other jurisdiction where any further payment Company may conduct its business or give further consideration in relation theretobe deemed resident.
Appears in 1 contract
Sources: Underwriting Agreement (Vimicro International CORP)
Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Director's Certificate and the Certificates Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 the Agreements have The Transaction Document has been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);.
2.2 the Agreements areThe Transaction Document is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws law of the State of New York and all other relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);.
2.3 the The choice of the laws law of the State of New York as the governing law of the Agreements Transaction Document has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdictions (other than the Cayman Islands) as a matter of the laws law of the State of New York and all other relevant laws (other than the laws of the Cayman Islands);.
2.4 copy Copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;, and translations of documents provided to us are complete and accurate.
2.5 all All signatures, initials and seals are genuine;.
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the The power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreements;Transaction Document.
2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;
2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements;
2.10 there 2.7 There is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws law of the State of New York; and
2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation thereto.
Appears in 1 contract
Sources: Term Loan Agreement (Cosan Ltd.)
Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. 92155415 In giving this stating our opinion we have relied (without further verification) upon assumed:
1.1 the authenticity, accuracy and completeness of all Documents and accuracy other documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies;
1.2 that each of the Directors' Certificates Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the Certificates of Good Standing. We have also relied upon transmission as sent;
1.3 the following assumptions, which we have not independently verified:
2.1 the Agreements have been or will be authorised and duly executed and delivered by or on behalf genuineness of all relevant parties signatures on the Documents;
1.4 the authority, capacity and power of each of the persons signing the Documents (other than the Company in respect of the Subject Agreements);
1.5 that any representation, warranty or statement of fact or law, other than as a matter to the laws of Cayman Islands law) Bermuda, made in accordance with all relevant laws (any of the Documents is true, accurate and complete;
1.6 that the Subject Agreements constitute the legal, valid and binding obligations of each of the parties thereto, other than the Company, under the laws of the Cayman Islands)its jurisdiction of incorporation or its jurisdiction of formation;
2.2 1.7 that the Subject Agreements arehave been validly authorised, or executed and delivered by each of the parties thereto, other than the Company, and the performance thereof is within the capacity and powers of each such party thereto, and that each such party to which the Company purportedly delivered the Subject Agreements has actually received and accepted delivery of such Subject Agreements;
1.8 that the Subject Agreements will beeffect, and will constitute legal, validvalid and binding obligations of each of the parties thereto, binding and enforceable against all relevant parties in accordance with their terms terms, under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands)by which they are expressed to be governed;
2.3 1.9 that the choice of Subject Agreements are in the laws of the State of New York as the governing law of the Agreements has been made proper legal form to be admissible in good faith evidence and would be regarded as a valid and binding selection which will be upheld by enforced in the courts of the State of New York as a matter sitting in New York County and the United States District Court of the laws of the State Southern District of New York (New York Courts) and all other relevant laws (other than the laws of the Cayman Islands);
2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;
2.5 all signatures, initials and seals are genuine;
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, accordance with respect to the Company, the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Agreements;
2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;
2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements;
2.10 there is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and;
2.11 the issued shares in the capital of the Company have been fully paid up and 1.10 that there are no contractual provisions of the laws or other obligations (regulations of any jurisdiction other than Bermuda which would be contravened by the execution or delivery of the Subject Agreements or which would have any implication in relation to the opinion expressed herein and that, in so far as may arise any obligation under, or action to be taken under, the Subject Agreements is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction; \9089893.2
1.11 that none of the Cayman Islandsparties to the Subject Agreements maintains a place of business (as defined in section 4(6) binding on of the Investment Business Act 2003), in Bermuda;
1.12 that the records which were the subject of the Company or any Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the persons Company Search been materially altered;
1.13 that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the Litigation Search been materially altered;
1.14 that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the Board of Directors of the Company (Board) in a meeting which was duly convened and at which a duly constituted quorum was present and voting throughout or adopted by the ad hoc committee of the Board as unanimous written resolutions of the ad hoc committee, as the case may be, and that there is no matter affecting the authority of the Directors of the Company to whom such shares effect entry by the Company into the Subject Agreements, not disclosed by the Constitutional Documents or the Resolutions, which would have been issued to make any further payment or give further consideration adverse implication in relation theretoto the opinions expressed herein;
1.15 that the Administrative Agent and the Lenders from time to time party to the Fourth Amended and Restated Credit Agreement have no express or constructive knowledge of any circumstance whereby any Director of the Company, when the Board or the ad hoc committee, as the case may be, passed the Resolutions, failed to discharge his fiduciary duty owed to the Company and to act honestly and in good faith with a view to the best interests of the Company;
1.16 that the Company has entered into its obligations under the Subject Agreements in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the transactions contemplated by the Subject Agreements would benefit the Company; and
1.17 that each transaction to be entered into pursuant to the Subject Agreements is entered into in good faith and for full value and will not have the effect of preferring one creditor over another.
Appears in 1 contract
Sources: Credit Agreement (Invesco Ltd.)
Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on at the date of this opinion. In giving this opinion opinion, we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Director's Certificate and the Certificates Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 the Agreements Transaction Documents have been or or, as the case may be, will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);
2.2 the Agreements Transaction Documents are, or will be, be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws law of the State of New York ("NEW YORK LAW") and all other relevant laws (other than the laws of the Cayman Islands);
2.3 the choice of the laws of the State of New York law as the governing law of the Agreements Transaction Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of the laws of the State of New York law and all other relevant laws (other than the laws of the Cayman Islands);
2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;
2.5 all signatures, initials and seals are genuine;
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to as a matter of Cayman Islands law, the Company, the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Agreements;Transaction Documents; and
2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;
2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements;
2.10 2.7 there is nothing under any law (other than the law laws of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of New York law. 3 OPINIONS Based upon, and subject to, the laws foregoing and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the State of New York; andopinion that:
2.11 the issued shares 3.1 The Company has been duly incorporated as an exempted company with limited liability for an unlimited duration and is validly existing and in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of good standing under the laws of the Cayman Islands) binding on .
3.2 The Company has full power and authority under its Memorandum and Articles of Association to enter into, execute and perform its obligations under the Transaction Documents.
3.3 The execution and delivery of the Transaction Documents and the performance by the Company of its obligations thereunder does not conflict with or result in a breach of any of the terms or provisions of the Memorandum and Articles of Association of the Company or any law, public rule or regulation applicable to the Company in the Cayman Islands currently in force.
3.4 The execution, delivery and performance of the persons to whom such shares Transaction Documents has been authorised by and on behalf of the Company and, assuming the Transaction Documents have been executed and delivered by [NAME PERSON AUTHORISED TO EXECUTE TRANSACTION DOCUMENTS IN THE RESOLUTIONS], the Transaction Documents have been duly executed and delivered on behalf of the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.
3.5 Other than the shares reserved for the 2007 Stock Option Plan (as defined in the Transaction Documents) and the Conversion Shares (as defined in the Transaction Documents), all outstanding Ordinary Shares (as defined in the Transaction Documents) are duly and validly authorized and issued as fully paid and nonassessable.
3.6 The Ordinary Shares and Preferred Shares (as defined in the Transaction Documents) that are being purchased by the TPG Growth AC Ltd. and TPG Biotech II, Ltd. under the Transaction Documents, when issued, sold and delivered in accordance with the terms of thereof for the consideration expressed therein, will be duly authorized and validly issued as fully paid and nonassessable. The Conversion Shares have been duly and validly authorised for issuance and upon issuance in accordance with the terms of the Transaction Documents and the Restated M&A, will be duly authorized and validly issued as fully paid and nonassessable.
3.7 No authorisations, consents, approvals, licenses, validations or exemptions are required by law from any governmental authorities or agencies or other official bodies in the Cayman Islands in connection with:
3.7.1 the creation, execution or delivery of the Transaction Documents by the Company;
3.7.2 subject to make the payment of the appropriate stamp duty, enforcement of the Transaction Documents against the Company; or
3.7.3 the performance by the Company of its obligations under any further payment of the Transaction Documents.
3.8 No taxes, fees or charges (other than stamp duty) are payable (either by direct assessment or withholding) to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of:
3.8.1 the execution or delivery of the Transaction Documents;
3.8.2 the enforcement of the Transaction Documents; or
3.8.3 payments made under, or pursuant to, the Transaction Documents. The Cayman Islands currently have no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax.
3.9 The courts of the Cayman Islands will observe and give further consideration effect to the choice of New York law as the governing law of the Transaction Documents.
3.10 Based solely on our inspection on [__] June 2007 of the Register of Writs and Other Originating Process in relation theretothe Grand Court of the Cayman Islands, there were no actions or petitions pending against the Company in the Grand Court of the Cayman Islands.
3.11 Although there is no statutory enforcement in the Cayman Islands of foreign judgments in Hong Kong, the courts of the Cayman Islands will recognise a foreign judgment as the basis for a claim at common law in the Cayman Islands provided such judgment:
3.11.1 is given by a competent foreign court;
3.11.2 imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;
3.11.3 is final;
3.11.4 is not in respect of taxes, a fine or a penalty; and
3.11.5 was not obtained in a manner and is not of a kind the enforcement of which is contrary to the public policy of the Cayman Islands.
Appears in 1 contract
Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman British Virgin Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Registered Agent’s Certificate and the Certificates of Good StandingDirector’s Certificate. We have also relied upon the following assumptions, which we have not independently verified:
2.1 the Agreements Transaction Documents have been or will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman British Virgin Islands law) in accordance with all relevant laws (other than the laws of the Cayman British Virgin Islands);
2.2 the Agreements Transaction Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of [New York York] law and all other relevant laws (other than the laws of the Cayman British Virgin Islands);
2.3 the choice of the laws of the State of [New York York] law as the governing law of the Agreements Transaction Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York such jurisdiction as a matter of the laws of the State of [New York York] law and all other relevant laws (other than the laws of the Cayman British Virgin Islands);
2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;
2.5 all signatures, initials and seals are genuine;
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman British Virgin Islands) to enter into, execute, deliver and perform their respective obligations under the AgreementsTransaction Documents;
2.8 2.7 the capacity, power and legal right under all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;
2.9 there is no contractual or other prohibition relevant laws (other than as may arise by virtue of the laws of the Cayman British Virgin Islands) binding of the attorney-in-fact named in the Power of Attorney to act as attorney-in-fact on behalf of the Company;
2.8 there is nothing contained in the minute book or the corporate records of the Company (other than the Register of Mortgages) or on the Issuer (which we have not inspected for the purpose of this opinion, even where we hold such minute book or corporate records) which would or might affect the opinions hereinafter appearing;
2.9 we have assumed that the Register of Mortgages does not omit any charge, mortgage or other party prohibiting it from entering into security interest or encumbrance over Relevant Shares in the Issuer held by the Company and, in particular that no entry has been made in the register of mortgages and performing its obligations under charges of any Company subsequent to the Agreements;certified copy, as provided to us, having been made; and
2.10 there is nothing under any law (other than the law of the Cayman British Virgin Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of [New York; and
2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company ] or any of the persons to whom such shares have been issued to make other jurisdiction where any further payment Company may conduct its business or give further consideration in relation theretobe deemed resident.
Appears in 1 contract
Sources: Underwriting Agreement (Actions Semiconductor Co., Ltd.)
Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Director's Certificate and the Certificates Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 the Agreements Note Documents and the Notes have been or will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman Islands);
2.2 the Agreements Note Documents and the Notes are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York law and all other relevant laws (other than the laws of the Cayman Islands);
2.3 the choice of the laws of the State of New York law as the governing law of the Agreements Note Documents and the Notes has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of the laws of the State of New York law and all other relevant laws (other than the laws of the Cayman Islands);
2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;
2.5 all signatures, initials and seals are genuine;
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the AgreementsNote Documents;
2.7 the Notes will be issued and authenticated in accordance with the provisions of the Indenture;
2.8 all conditions precedent contained no invitation has been or will be made by or on behalf of the Company to the public in the Agreements have been satisfied or duly waived and there has been no breach Cayman Islands to subscribe for any of the terms of the Agreements at the date hereof;Notes; and
2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements;
2.10 there is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and
2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation thereto.
Appears in 1 contract
Sources: Purchase Agreement (Wh Capital Corp)
Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this stating our opinion we have relied (without further verification) upon assumed:
1.1 the authenticity, accuracy and completeness of all Documents and accuracy other documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies;
1.2 that each of the Directors' Certificates Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the Certificates of Good Standing. We have also relied upon transmission as sent;
1.3 the following assumptions, which we have not independently verified:
2.1 the Agreements have been or will be authorised and duly executed and delivered by or on behalf genuineness of all relevant parties signatures on the Documents;
1.4 the authority, capacity and power of each of the persons signing the Documents (other than the Company in respect of the Subject Agreements);
1.5 that any representation, warranty or statement of fact or law, other than as a matter to the laws of Cayman Islands law) Bermuda, made in accordance with all relevant laws (any of the Documents is true, accurate and complete;
1.6 that the Subject Agreements constitute the legal, valid and binding obligations of each of the parties thereto, other than the Company, under the laws of the Cayman Islands)its jurisdiction of incorporation or its jurisdiction of formation;
2.2 1.7 that the Subject Agreements arehave been validly authorised, or executed and delivered by each of the parties thereto, other than the Company, and the performance thereof is within the capacity and powers of each such party thereto, and that each such party to which the Company purportedly delivered the Subject Agreements has actually received and accepted delivery of such Subject Agreements;
1.8 that the Subject Agreements will beeffect, and will constitute legal, validvalid and binding obligations of each of the parties thereto, binding and enforceable against all relevant parties in accordance with their terms terms, under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands)by which they are expressed to be governed;
2.3 1.9 that the choice of Subject Agreements are in the laws of the State of New York as the governing law of the Agreements has been made proper legal form to be admissible in good faith evidence and would be regarded as a valid and binding selection which will be upheld by enforced in the courts of the State of New York as a matter sitting in New York County and the United States District Court of the laws of the State Southern District of New York (New York Courts) and all other relevant laws (other than the laws of the Cayman Islands);
2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;
2.5 all signatures, initials and seals are genuine;
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, accordance with respect to the Company, the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Agreements;
2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;
2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements;
2.10 there is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and;
2.11 the issued shares in the capital of the Company have been fully paid up and 1.10 that there are no contractual provisions of the laws or other obligations (regulations of any jurisdiction other than Bermuda which would be contravened by the execution or delivery of the Subject Agreements or which would have any implication in relation to the opinion expressed herein and that, in so far as may arise any obligation under, or action to be taken under, the Subject Agreements is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;
1.11 that none of the Cayman Islandsparties to the Subject Agreements maintains a place of business (as defined in section 4(6) binding on of the Investment Business Act 2003), in Bermuda;
1.12 that the records which were the subject of the Company or any Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the persons Company Search been materially altered;
1.13 that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the Litigation Search been materially altered;
1.14 that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the Board of Directors of the Company (Board) in a meeting which was duly convened and at which a duly constituted quorum was present and voting throughout and that there is no matter affecting the authority of the Directors of the Company to whom such shares effect entry by the Company into the Subject Agreements, not disclosed by the Constitutional Documents or the Resolutions, which would have been issued to make any further payment or give further consideration adverse implication in relation theretoto the opinions expressed herein;
1.15 that the Administrative Agent and the Lenders from time to time party to the Third Amended and Restated Credit Agreement have no express or constructive knowledge of any circumstance whereby any Director of the Company, when the Board passed the Resolutions, failed to discharge his fiduciary duty owed to the Company and to act honestly and in good faith with a view to the best interests of the Company;
1.16 that the Company has entered into its obligations under the Subject Agreements in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the transactions contemplated by the Subject Agreements would benefit the Company; and
1.17 that each transaction to be entered into pursuant to the Subject Agreements is entered into in good faith and for full value and will not have the effect of preferring one creditor over another.
Appears in 1 contract
Sources: Credit Agreement (Invesco Ltd.)
Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied assumed (without further verification) upon the completeness and accuracy of the Directors' Certificates Registered Agent’s Certificate and the Certificates of Good StandingDirector’s Certificate. We have also relied upon the following assumptions, which we have not independently verified:
2.1 the Agreements The Transaction Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties (other than parties, including the Company as a matter of Cayman British Virgin Islands law) , in accordance with all relevant laws (other than laws, including the laws of the Cayman British Virgin Islands);.
2.2 the Agreements are, or will be, The Transaction Documents are legal, valid, binding and enforceable against all relevant parties in accordance with their respective terms under the laws of the Cayman Islands and the State of New York (the “Governing Laws”) and all other relevant laws (other than the laws of the Cayman British Virgin Islands);.
2.3 the The choice of the Governing Laws as the governing laws of the State of New York as the governing law of the Agreements Transaction Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of Cayman Islands and the laws courts of the State of New York and any other relevant jurisdiction (other than the British Virgin Islands) as a matter of the Governing Law and all other relevant laws (other than the laws of the Cayman British Virgin Islands);.
2.4 copy Copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;.
2.5 all All signatures, initials and seals are genuine;.
2.6 The accuracy and completeness of all factual representations expressed in or implied by the register of members documents we have examined.
2.7 That all public records of the Company maintained which we have examined are accurate and that the information disclosed by the searches which we conducted against the Company at the registered office Registry of Corporate Affairs and the Company in the Cayman Islands High Court Registry is true and complete and accurate in all respects;that such information has not since then been altered and that such searches did not fail to disclose any information which had been delivered for registration but did not appear on the public records at the date of our searches.
2.7 the 2.8 The power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman British Virgin Islands) to enter into, execute, deliver and perform their respective obligations under the Agreements;
2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;Transaction Documents.
2.9 there is no contractual or Under the Governing Laws and all other prohibition relevant laws (other than as may arise by virtue of the laws of the Cayman British Virgin Islands) binding on including, without prejudice to the Company generality of the foregoing, the governing law and law of situs of the property subject to the security interests created pursuant to the Transaction Documents (the “Secured Property”), the Charge over Shares creates a valid security interest over the Secured Property, any steps required as a matter of the Governing Laws or on any other party prohibiting it from entering into relevant laws (other than the laws of the British Virgin Islands) to perfect such security interest or to regulate its ranking in point of priority have been taken and performing its obligations under there are no prior encumbrances or interests over the Agreements;Secured Property.
2.10 there There is nothing under any law (other than the law of the Cayman British Virgin Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the Cayman Islands or the laws of the State of New York; and
2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation thereto.
Appears in 1 contract
Sources: Credit Agreement (Aes Corp)
Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Director’s Certificate and the Certificates Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 the Agreements The Transaction Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);.
2.2 the Agreements The Transaction Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (“New York”) and all other relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);.
2.3 the The choice of the laws of the State of New York law as the governing law of the Agreements Transaction Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of the State of New York law and all other relevant laws (other than the laws of the Cayman Islands);.
2.4 copy Copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;.
2.5 all All signatures, initials and seals are genuine;.
2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;
2.7 the The power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreements;Transaction Documents.
2.8 all conditions precedent 2.7 There is nothing contained in the Agreements have been satisfied minute book or duly waived and there has been no breach corporate records of the terms of Company (which we have not inspected) which would or might affect the Agreements at the date hereof;opinions hereinafter appearing.
2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements;
2.10 there 2.8 There is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and
2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation thereto.
Appears in 1 contract
Sources: Underwriting Agreement (Caribou Coffee Company, Inc.)
Assumptions. The following opinion is given only as toIn delivering the opinions set forth below, we have, without enquiry, assumed that:
4.1 all copy documents referred to above conform to their originals, all originals are genuine and complete, have not been subject to any amendment or modification, and based on, circumstances and matters of fact existing and known to us on the factual information contained therein are correct at the date hereof;
4.2 all documents or parts of this opinion. This opinion only relates documents expressed to be governed by a foreign law are legal, valid and binding under the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates and the Certificates of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 the Agreements have been or will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman Islands);
2.2 the Agreements are, or will be, legal, valid, binding foreign jurisdiction and enforceable against all relevant parties in accordance with their terms under the applicable governing laws;
4.3 the choices of foreign laws to govern the Underwriting Agreement have been made or are made for reasons other than to contravene mandatory provisions of French law;
4.4 the conclusion of the State Underwriting Agreement is unaffected by fraud, coercion, duress or undue influence on the part of New York any of the parties, their respective directors, employees, agents and advisers;
4.5 the entering into the Underwriting Agreement is adequately consistent with the corporate interest (intérêt social) of the Company;
4.6 the Underwriting Agreement has been negotiated in good faith by all persons or entities that are a party thereto and any party to the Underwriting Agreement that had knowledge of any information of major importance for the consent of any other party has duly informed such other party;
4.7 each signature or seal in connection with the Underwriting Agreement was made by the person or entity indicated in the relevant laws document as having made it;
4.8 each party to the Underwriting Agreement (other than the laws Company) has duly and validly executed and entered into the Underwriting Agreement in accordance with all applicable laws;
4.9 the execution of the Cayman Islands);
2.3 the choice Underwriting Agreement by each of the laws of the State of New York as the governing law of the Agreements has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of the laws of the State of New York and all other relevant laws parties thereto (other than the Company) and the performance by such parties of such agreement, do not contravene their constitutive documents nor any applicable law;
4.10 all signatures on the executed documents which, or copies of which, we have examined are genuine and the Underwriting Agreement has been signed on behalf of each party (other than the Company) by a duly authorized signatory under a valid authorization in accordance with applicable law;
4.11 each entity (other than the Company) expressed to be a party to the Underwriting Agreement is a validly existing legal entity with legal personality in accordance with all applicable laws and has been validly incorporated with full power to carry out its business and to execute and perform its obligations under the Underwriting Agreement to which it is a party;
4.12 there are no contractual, judicial or similar restrictions binding on the Company or facts that have not been disclosed to us which would affect the conclusions in this opinion;
4.13 the Company is not in a state of cessation des paiements (inability to meet its liabilities due and payable with its immediately available assets) within the meaning of article L. 631-1 of the Cayman Islands)French Code de commerce;
2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in 4.14 the final forms of, the originals;
2.5 all signatures, initials and seals are genuine;
2.6 the register of members of the Company maintained at the registered office conseil d’administration, shareholders, managers or members of any committee of the Company do not have a direct or indirect interest with, and are not directors, chairmen, managers or shareholders or member of any committee of the Underwriters, within the meaning of article L. 225-38 of the French Code de commerce;
4.15 the meeting of the conseil d’administration of the Company held on April 24, 2019 has been validly convened and held, and the conseil d’administration duly deliberated on all the matters set out in the Cayman Islands is complete and accurate in all respectsagenda for this meeting;
2.7 4.16 the powerregistration certificate (extrait K-Bis) and the solvency certificate (certificat négatif de redressement judiciaire - liquidation judiciaire et de procédure de sauvegarde) of the Company are up-to-date;
4.17 [the Powers of Attorney were signed by the person named in Section 1.6 above as the signatory of such Powers of Attorney and have not been modified or revoked as at the date hereof;]
4.18 the Company conducts its business in accordance with the corporate purpose set forth in its articles of association (statuts), is in compliance with all applicable laws, orders, judgments or injunctions applicable to it and its properties and possesses all certificates, licenses or permits issued by, and has made all filings with, the appropriate regulatory agency, authority and legal right of all parties under all relevant laws and regulations (other than, with respect or body which are necessary to the Company, the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Agreementsconduct its business;
2.8 all conditions precedent 4.19 the factual information contained in the Agreements have been satisfied or duly waived and there has been no breach first two paragraphs of the terms of Underwriting Agreement and in Schedule [I] and Schedule [II] to the Agreements Underwriting Agreement is correct at the date hereof;
2.9 4.20 without any independent verification or investigation of the documents we have examined, all representations and warranties made in the Underwriting Agreement (other than those in respect of which we express a specific opinion in Section 5 below) are complete, accurate and up-to-date by reference to the circumstances prevailing as at the date hereof;
4.21 there is no contractual other agreement or other prohibition (other than as may arise by virtue of undertaking, whether oral or in writing, that could change or affect the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its parties’ respective obligations under the AgreementsUnderwriting Agreement;
2.10 there is nothing under any law (other than 4.22 the law of transactions contemplated by the Cayman Islands) which would or might affect Underwriting Agreement are bona fide transactions entered into at arm’s length for proper commercial purposes;
4.23 the opinions hereinafter appearing. Specifically, we [Firm] Shares have made no independent investigation of been validly subscribed and paid for in accordance with the laws of terms and conditions set forth in the State of New YorkUnderwriting Agreement; and
2.11 4.24 the issued shares appointment of each individual in charge of the capital management, the administration or the direction (personnes chargées de gérer, d’administrer ou de diriger) of the Company is valid and conforms to all requirements set out by all applicable laws; all consents, formalities or licenses have been fully paid up obtained and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons being complied with for them to whom such shares have been issued to make any further payment or give further consideration in relation theretoduly perform their mandate.
Appears in 1 contract
Sources: Underwriting Agreement (AXA Equitable Holdings, Inc.)