Opinion of Your Special Counsel Sample Clauses

Opinion of Your Special Counsel. At the Closing, you shall have received an opinion, dated the Closing Date, from McDermott, Will & Emery, your special counsel, addressing such legal xxxxxxx xs you may xxxxonably request.
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Opinion of Your Special Counsel. You shall have received from Winthrop, Stimson, Xxxxxx & Xxxxxxx, who are acting as special counsel for you in connection with the transactions contemplated by this Agreement, an opinion, dated the Closing Date, in form and substance satisfactory to you, to the effect specified in Schedule IV-A hereof.
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Opinion of Your Special Counsel. At the Closing, you shall have received an opinion dated the Closing Date, from your special counsel, Messrs. Xxxxxx, Hall & Xxxxxxx, substantially in the form of Exhibit 4.6 attached hereto.
Sample 1
Opinion of Your Special Counsel. 5 4.7. Certain Additional Documents to be Delivered at or Prior to the Closing..........................................5 4.8. Sale of Securities to Other Purchasers........................5 4.9. Legal Investment; Certificate.................................5 4.10. Sale and Purchase Not Forbidden by Law........................5 4.11. Payment of Transaction Costs..................................6 4.12.
Sample 1
Opinion of Your Special Counsel. You shall have received from Xxxxxx, Xxxx & Xxxxxxx LLP, who are acting as special counsel for you in connection with the transactions contemplated by this Agreement, an opinion, dated the Closing Date, in form and substance satisfactory to you, to the effect specified in Schedule VI-A hereof.
Sample 1

Related to Opinion of Your Special Counsel

  • Opinion of Special Counsel The Administrative Agent shall have received a favorable written legal opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Special Counsel, substantially in the form of Exhibit C (and the Administrative Agent requests Special Counsel to deliver such opinion).

  • Agent’s Special Counsel Xxxxxx & Xxxxxxxxxx LLP or such other counsel as selected by Agent.

  • 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.

  • Opinion of Company's Counsel The Purchaser shall have received from Morrxxxx & Xoerxxxx XXX, counsel for the Company, an opinion dated the Closing Date, in the form attached hereto as Exhibit C.

  • Cowen Counsel Legal Opinion Cowen shall have received from Xxxxx Xxxxxx LLP, counsel for Cowen, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Cowen may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

  • Opinion of General Counsel Xxxxx Xxxxxx, the General Counsel of the Company, shall have furnished to the Representative, at the request of the Company, her written opinion, addressed to the Underwriters, dated the Closing Date or the Additional Closing Date, as the case may be, in form and substance reasonably satisfactory to the Representative.

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