Certifications and Opinion Sample Clauses

Certifications and Opinion. Parent shall have furnished the Company with:
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Certifications and Opinion. The Company shall have furnished EVI with:
Certifications and Opinion. 39 (c) Representations and Warranties True . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 (d) Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 (e) Pooling Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 (f) Consents, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 (g) No Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 (h)
Certifications and Opinion. Schlumberger shall have furnished Camco with:
Certifications and Opinion. STC shall have furnished Camco with:
Certifications and Opinion. The Company shall have furnished TMW with:
Certifications and Opinion. 36 (c) Representations and Warranties True . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 (d) Affiliate Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 (e) Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 (f) Pooling Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 (g) Consents, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 (h) No Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 (i) Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 (j) No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
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Certifications and Opinion. EarthLink shall have furnished the Company with a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EarthLink and the Combination Company approving this Agreement and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the shares of EarthLink Common Stock pursuant hereto;
Certifications and Opinion. 45 (c) Representations and Warranties True............................ 45 (d)
Certifications and Opinion. The Company shall have furnished Parent with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of the Company approving this Agreement and consummation of the Merger and the transactions A-24 30 contemplated hereby and directing the submission of the Merger to a vote of the stockholders of the Company; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding Shares approving the Merger and the transactions contemplated hereby; (iii) a favorable opinion dated the Closing Date, in customary form and substance, of Rubix Xxxx Xxxxx Xxxstant & Friexxxx, xxunsel for the Company, dated the Closing Date to the effect that: (A) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Proxy Statement; (B) The Company has the requisite corporate power to effect the Merger as contemplated by this Agreement; the execution and delivery of this Agreement did not, and the consummation of the Merger will not, violate any provision of the Company's Articles of Incorporation or By-Laws; and upon the filing by the Surviving Corporation of the Articles of Merger, the Merger shall become effective; (C) Each of the Company's subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently conducted and all of the outstanding capital stock of each subsidiary is owned of record and, to the best of such counsel's knowledge, beneficially by the Company and/or another subsidiary, free and clear of all liens, security interests and other encumbrances; and (D) The Board of Directors of the Company has taken all action required by the DGCL and its Articles of Incorporation or its By-Laws to approve the Merger and to authorize the execution and delivery of this Agreement and the transactions contemplated thereby; the Board of Directors and the stockholders of the Company have taken all action required by the DGCL and its Articles of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding Agreement of the Company enforceable in accordance with it...
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