Opinion of Counsel for THCG Sample Clauses

Opinion of Counsel for THCG. The Sole Shareholder shall have received a written opinion of counsel for THCG, Bronson & Migliaccio, LLP and for items (7) and (8) set forth belox Xxxxxr Lxxxx Xxxxxlis & Frankel, LLP for the Liquidating Trust datxx xx xx xxx Xxxxxxx Datx, xxxxessed to the Sole Shareholder satisfactory in form and substance to the Sole Shareholder and to the effect that: (1) THCG is a corporation duly organized, validly existing and in good standing under and by virtue of the laws of the State of Delaware; (2) on the Closing Date all of the THCG Shares to be issued in the Exchange will be duly authorized, validly issued, fully paid and non-assessable; (3) this Exchange Agreement and the other agreements delivered by THCG at Execution or Closing are valid and binding obligations of THCG enforceable against THCG in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally, and by general principles of equity; (4) this Exchange Agreement and the other agreements delivered by THCG at Execution or Closing have been duly executed and delivered by THCG, and the execution, delivery and performance of this Exchange Agreement and the other agreements delivered by THCG at Execution or Closing have been duly authorized by all requisite corporate action on the part of THCG; (5) THCG has all necessary corporate power and authority to enter into this Exchange Agreement and the other agreements to be delivered by THCG at Execution or Closing; (6) the execution, delivery and performance by THCG of this Exchange Agreement and the other agreements to be delivered by THCG at Execution or Closing do not require on the part of THCG any consent, approval, authorization or other order of, action by, filing with or notification to any governmental authority, other than the Securities and Exchange Commission and analogous state authorities; (7) that the Spin-Off has been effected in compliance with applicable law in all material respects; and (8) the obligations and liabilities of the Trust with respect to its obligations to THCG as set forth herein or in the Liquidating Trust Agreement are enforceable in accordance with their terms.
Sample 1
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Related to Opinion of Counsel for THCG

  • 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.

  • Opinion of Counsel for the Company On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

  • Opinion of counsel for Fund (1) With respect to the status of the shares of Fund in the new form under the Securities Act of 1933, and any other applicable federal or state laws.

  • Opinion of Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • 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, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

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

  • Opinion of Counsel for the Sales Agent On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit F for which no waiver is applicable, the Sales Agent shall have received the favorable written opinion or opinions of Hunton Xxxxxxx Xxxxx LLP, counsel for the Sales Agent, dated such date, with respect to such matters as the Sales Agent may reasonably request.

  • 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 Underwriter The Underwriter shall have received from Xxxxxx & Xxxxxxx LLP, counsel for the Underwriter, such opinion or opinions, dated such Closing Date, with respect to such matters as the Underwriter may 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.

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