Legal Opinion from Counsel for the Company. There shall be made available to the Investors the written opinion of Xxxx, Stettinius & Hollister LLP, counsel for the Company, in substantially the form attached as Schedule 7.3.
Legal Opinion from Counsel for the Company. There shall be made available to each of the Investors the written opinion of Xxxxx & Xxxxx, counsel for the Company, in substantially the form attached as Exhibit 6.3. The Investors shall have received from [name of Company’s counsel] counsel for the Company, a favorable opinion satisfactory to the Investors and your special counsel, dated the date of closing, as to the matters specified in Sections 3.1, 3.2, 3.3.3, 3.5, and 3.6.3, inclusive, and as to: (i) the corporate power of the Company to carry on its business as conducted and as proposed to be conducted; (ii) the due qualification of the Company as a foreign corporation to transact business in, and the good standing of the Company in [City]; (iii) the execution and delivery of this Agreement and the offering and issuance of the Convertible Preferred Stock issued at the Closing, the issuance of Common Stock upon conversion of the Convertible Preferred Stock, and the fulfillment of and compliance with the respective terms and provisions hereof and thereof, not conflicting with or resulting in a breach of the terms, conditions or provisions of, or constituting a default under, or resulting in any violation of, or requiring any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to the certificate of incorporation or bylaws of the Company, any applicable law (except with respect to securities laws vis-à-vis Common Stock issuable upon conversion of the Convertible Preferred Stock, as to which such counsel need express no opinion), statute, rule or regulation or (insofar as is known to such counsel after having made due inquiry with respect thereto) any agreement, instrument, order, judgment or decree to which the Company is subject; (iv) the absence of any requirement to register the Convertible Preferred Stock being purchased or acquired under the ‘33 Act, as amended; (v) the authorized and issued capital stock of the Company, including the due and valid issuance, full payment and nonassessability of all issued shares of its capital stock and the compliance of each such issuance with the ‘33 Act, as amended, and the rules and regulations thereunder; (vi) the due authorization, execution and delivery by each party thereto and the validity of the Agreement; and (vii) such other matters incident to the matters herein contemplated as counsel to the Investors may reasonably request. from
Legal Opinion from Counsel for the Company. Section 6.3.1.
Legal Opinion from Counsel for the Company. The Investors shall have received from Xxxxxx Xxxxxxx & Xxxxxx LLP, counsel for the Company, a favorable opinion satisfactory to the Designated Representative, dated the Closing Date, which opinion shall be substantially in the form of set forth in Exhibit 6.2(f).
Legal Opinion from Counsel for the Company. There shall be delivered to the Investor the written opinions of Xxxxxxxx & Xxxxxxxx LLP and Certilman Balin Xxxxx & Xxxxx, LLP, counsel for the Company, in substantially the form attached as Exhibit 2.4.
Legal Opinion from Counsel for the Company. On the Closing Date, each of the Purchasers shall have received the written opinion of X'Xxxxxxxx, Graev & Karabell, LLP, counsel for the Company, in form and substance satisfactory to each of the Purchasers and their counsel.
Legal Opinion from Counsel for the Company. On the Closing Date, the Purchaser shall have received the written opinion of Judixx Xxxxxxxxx, xxunsel for the Company, Hallmark and HEI in substantially the form attached as Exhibit E hereto.
