NOTICE OF INTENTION TO TRANSFER; OPINION OF COUNSEL Sample Clauses

NOTICE OF INTENTION TO TRANSFER; OPINION OF COUNSEL. The holder of this Warrant, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than pursuant to a registration under the Act), such holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of counsel for such holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Act or applicable state law. Upon delivery of such notice and opinion to the Company, the holder of this Warrant or such Warrant Shares shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice delivered by such holder to the Company; PROVIDED, HOWEVER, that if such method of disposition would, in the opinion of such counsel, require that the Company take any reasonable action and/or execute and file with the Commission and/or any state securities authority with jurisdiction and/or deliver to the Warrantholder or any other person any form or document (other than a registration statement under the Act or under any state securities laws or any information requirements pursuant to Regulation D) in order to establish the entitlement of the holder of this Warrant to take advantage of such method of disposition, the Company agrees, at its expense, to take any such reasonable action and/or execute and file and/or deliver any such form or document.
Sample 1Sample 2Sample 3See All (11)
AutoNDA by SimpleDocs
NOTICE OF INTENTION TO TRANSFER; OPINION OF COUNSEL. The holder of this Warrant, by accepting this Warrant, agrees that prior to any transfer of this Warrant or any transfer of the related Warrant Shares, such holder will (i) give written notice to the Company of its intention to effect such transfer, and (ii) deliver to the Company (A) an opinion of counsel for the Company or an opinion, in form and substance reasonably satisfactory to counsel for the Company, of counsel skilled in securities matters (selected by such holder and reasonably satisfactory to the Company) as to the absence of the necessity of registration under the Securities Act, or (B) an interpretative letter from the Securities and Exchange Commission to the effect that the proposed transfer may be made without registration under the Securities Act, in either case accompanied by evidence that such transfer will also be in compliance with applicable state securities ("blue sky") laws; provided, however, that the foregoing shall not apply with respect to any Warrant or Warrant Shares as to which there is a registration statement in effect under the Securities Act at the time of the proposed transfer. By accepting this Warrant, the Warrantholder agrees to indemnify the Company and hold it harmless from and against all damages, losses, liabilities (including liability for rescission), costs and expenses which the Company may incur under the Securities Act or otherwise by reason of any misrepresentation by the Warrantholder of facts concerning it or any proposed transfer of the Warrants and/or Warrant Shares with respect to the availability of any exemption from registration under the Securities Act.
Sample 1Sample 2See All (4)
NOTICE OF INTENTION TO TRANSFER; OPINION OF COUNSEL. The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 3(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company.
Sample 1
NOTICE OF INTENTION TO TRANSFER; OPINION OF COUNSEL. The holder of --------------------------------------------------- this Warrant, by its acceptance hereof, agrees that prior to or concurrently with any transfer of this Warrant or of the related Warrant Shares (other than to an affiliate of such holder or pursuant to a registration under the Act), such holder will give written notice to the Company of its intention to effect such transfer and, if requested by the Company, a written opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP or other counsel for such holder, to the effect that such Warrant Shares may be effected without registration under the Act of this Warrant and/or such Warrant Shares. Additionally, such notice may indicate that the proposed transfer requires that the Company take any action and/or execute and file with the Commission and/or any state securities authority with jurisdiction and/or deliver to the holder of this Warrant and/or such Warrant Shares or any other person any form or document (other than a registration statement under the Act) in order to establish the entitlement of the holder hereof to take advantage of such method of disposition without registration under the Act, and if such notice so indicates, the Company agrees promptly to take any such action and/or execute and file and/or deliver any such form or document. The Company agrees to pay the expense associated with any action taken by the Company pursuant to the preceding sentence except any fees related to any "Blue Sky" filings requested by the holder, and the Company agrees to pay the fees and expenses of such counsel referred to above if such counsel represents the Initial Warrantholder.
Sample 1
NOTICE OF INTENTION TO TRANSFER; OPINION OF COUNSEL. The holder --------------------------------------------------- of this Warrant, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by (S)3.1 hereof or pursuant to a registration under the Act), such holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx, or such other counsel for such holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Act of this Warrant and/or such Warrant Shares. Upon delivery of such notice and opinion to the Company, the holder of this Warrant or such Warrant Shares shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice delivered by such holder to the Company; provided, however, that if such method of disposition would, in the opinion of -------- ------- such counsel, require that the Company take any action and/or execute and file with the Commission and/or any state securities authority with jurisdiction and/or deliver to the Warrantholder or any other person any form or document (other than a registration statement under the Act or under any state securities laws) in order to establish the entitlement of the Warrantholder to take advantage of such method of disposition, the Company agrees promptly, at its expense, to take any such action and/or execute and file and/or deliver any such form or document; and, provided, further, that the Company will reimburse such -------- ------- holder in full for the reasonable fees and disbursements of such counsel incurred by such holder or on its behalf in connection with such transfer of this Warrant and/or such Warrant Shares and/or the obtaining of an opinion pursuant to this (S)3.2.
Sample 1

Related to NOTICE OF INTENTION TO TRANSFER; OPINION OF COUNSEL

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

  • Opinion of Counsel for U S. Underwriters. The favorable opinion of Vinsxx & Xlkixx X.X.P., counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

  • Option Closing Date Opinion of Counsel On the Option Closing Date, if any, the Representative shall have received the favorable opinion of counsel listed in Section 4.2.1, dated the Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made by such counsel in its opinion delivered on the Closing Date.

  • Form of Opinion of Counsel A. The provisions of the Purchase Agreement are effective under the New York UCC to create in favor of the Depositor a security interest in CarMax’s rights in the Receivables and in any identifiable proceeds thereof. (We note that a “security interest” as defined in Section 1-201(b)(35) of the New York UCC includes the interests of a buyer of accounts, chattel paper, payment intangibles and promissory notes and we refer you to our other opinion of even date herewith with respect to whether the security interest of the Depositor should be characterized as an ownership interest or solely as a collateral interest held to secure a loan made to CarMax).

  • Opinion of Counsel to Buyer The Sellers shall have received an opinion of counsel to the Buyer, in form and substance satisfactory to the Sellers.

  • Opinion of Counsel for the Representative The Representative shall have received from Xxxx Xxxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any settlement date, as applicable, and addressed to the Representative, with respect to the issuance and sale of the Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

  • Opinion of Counsel for Buyer The Seller shall have received a favorable opinion from counsel for the Buyer dated the date of the Closing, in form satisfactory to counsel for the Seller, to the effect that:

  • Opinion of Counsel The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

  • Effective Date Opinion of Counsel On the Effective Date, the Representative shall have received the favorable opinion of Blank Rome LLP (“BR”), counsel to the Company, dated the Effective Date, addressed to the Representative and in form and substance reasonably satisfactory to GM substantially to the effect that:

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

Time is Money Join Law Insider Premium to draft better contracts faster.