Effective Date Opinion of Counsel. On the Effective Date, the Representative shall have received the favorable opinion of Blank Rome LLP ("BLANK ROME"), counsel to the Company, dated the Effective Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative to the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, with full corporate power and authority to own its properties and conduct its business as described in the Registration Statement, and, on the Effective Date, as described in the "Preliminary Prospectus" (as hereafter defined), and, on the Closing Date, as described in the Prospectus. The Company is duly qualified and licensed and in good standing as a foreign corporation in Pennsylvania. "Preliminary Prospectus" shall mean, for purposes of Section 4.2 of this Agreement, the prospectus contained in the Registration Statement at the time the Registration Statement is declared effective by the Commission.
Appears in 2 contracts
Sources: Underwriting Agreement (Highpoint Acquisition Corp.), Underwriting Agreement (Highpoint Acquisition Corp.)