Common use of Opinion of Counsel to Be Given to Trustee Clause in Contracts

Opinion of Counsel to Be Given to Trustee. If a supplemental indenture is required pursuant to this Article 11, no such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption complies with the provisions of this Article 11.

Appears in 20 contracts

Samples: Okta (Okta, Inc.), Indenture (Kaleyra, Inc.), Subscription Agreement (Kaleyra, Inc.)

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Opinion of Counsel to Be Given to Trustee. If a supplemental indenture is required pursuant to this Article 11, no No such consolidation, merger, sale, conveyance, transfer or lease under this Article 11 shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Article 11.

Appears in 5 contracts

Samples: Indenture (ChargePoint Holdings, Inc.), Exchange and Investment Agreement (Nikola Corp), Execution Agreement (View, Inc.)

Opinion of Counsel to Be Given to Trustee. If a supplemental indenture is required pursuant to this Article 11, no such No consolidation, merger, sale, conveyanceassignment, transfer transfer, lease, conveyance or lease other disposition shall be effective unless the Trustee shall receive an Officer’s Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyanceassignment, transfer transfer, lease, conveyance or lease other disposition and any such assumption complies with the provisions of this Article 1111 and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Article 11 and Article 10.

Appears in 3 contracts

Samples: Indenture (Whiting Petroleum Corp), Indenture (Whiting Petroleum Corp), Indenture (Whiting Petroleum Corp)

Opinion of Counsel to Be Given to Trustee. If a supplemental indenture is required pursuant to in connection with this Article 11, no such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption complies with the provisions of this Article 11.

Appears in 2 contracts

Samples: Carbonite Inc, Open Text Corp

Opinion of Counsel to Be Given to Trustee. If a supplemental indenture is required pursuant to this Article 11, no such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption complies with the provisions of this Article 1111 and that all conditions precedent herein provided for relating to such transactions have been complied with.

Appears in 2 contracts

Samples: Convertible Note Subscription Agreement (L&F Acquisition Corp.), Indenture (BuzzFeed, Inc.)

Opinion of Counsel to Be Given to Trustee. If a supplemental indenture is required pursuant to this Article ‎Article 11, no such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive an Officer’s Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption complies with the provisions of this Article ‎Article 11.. ARTICLE 12 Immunity of Incorporators, Stockholders, Officers and Directors

Appears in 1 contract

Samples: Indenture (Paratek Pharmaceuticals, Inc.)

Opinion of Counsel to Be Given to Trustee. If In the case of a consolidation, merger, sale, conveyance, transfer or lease involving a Successor Company that requires a supplemental indenture is required pursuant to this Article ‎Article 11, no such consolidation, merger, sale, conveyance, transfer or lease shall not be effective unless the Trustee shall receive an Officer’s Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any related assumption, and such assumption supplemental indenture required in connection with such transaction complies with the provisions of this Article ‎Article 11.

Appears in 1 contract

Samples: Indenture (Cypress Semiconductor Corp /De/)

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Opinion of Counsel to Be Given to Trustee. If a supplemental indenture is required pursuant to this Article 11, no such No consolidation, merger, sale, conveyance, transfer or lease pursuant to this Article 11 shall be effective unless the Trustee shall receive an Officer’s Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Article 11.

Appears in 1 contract

Samples: Indenture (Monster Worldwide, Inc.)

Opinion of Counsel to Be Given to Trustee. If a supplemental indenture is required pursuant to this Article 11, no No such consolidation, binding share exchange, merger, sale, assignment, conveyance, transfer transfer, lease or lease other disposition shall be effective unless the Trustee shall receive an Officer’s Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, binding share exchange, merger, sale, assignment, conveyance, transfer transfer, lease or lease other disposition and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Article 1111 and, with respect to such Opinion of Counsel, that such supplemental indenture is the legal, valid and binding obligation of the Successor Company.

Appears in 1 contract

Samples: Heritage Insurance (Heritage Insurance Holdings, Inc.)

Opinion of Counsel to Be Given to Trustee. If a supplemental indenture is required pursuant to this Article 11, no such consolidation, merger, sale, conveyance, lease or transfer or lease shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, lease or transfer or lease and any such assumption complies with the provisions of this Article 11.

Appears in 1 contract

Samples: Indenture (Twilio Inc)

Opinion of Counsel to Be Given to Trustee. If a supplemental indenture is required pursuant to this Article 11No consolidation, no such consolidationamalgamation, merger, sale, conveyance, lease or other transfer or lease shall be effective effected unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that that. and stating that, any such consolidation, amalgamation, merger, sale, conveyance, lease or other transfer or lease and any such assumption complies with the provisions of this Article 1111 and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Article 11 and Article 10.

Appears in 1 contract

Samples: B2gold Corp (B2gold Corp)

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