Counsel for the Company. The parties acknowledge that the Escrow Agent is a law firm that is retained by the Company to provide legal services to the Company and the Escrow Agent may again be retained from time to time by the Company during the term of this Agreement and before any assignment of the Escrow Agent’s rights and obligations hereunder to a substitute escrow agent. The Escrow Agent will be deemed not to be in conflict by virtue of its holding the Escrow Documents or the provision of services hereunder.
Counsel for the Company. (who shall be satisfactory to the Representatives) shall have furnished to the Representatives (i) opinions, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives, relating to certain bankruptcy matters and Federal income tax matters and (ii) a signed negative assurance letter, dated as of the Closing Date, in form and substance satisfactory to the Representatives, relating to the Registration Statement, the Preliminary Prospectus, the Prospectus and the Ratings FWP.
Counsel for the Company satisfactory to the Representatives shall have furnished to the Representatives their written opinion or opinions, dated each Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that:
Counsel for the Company. On each of the First Closing Date and the Second Closing Date the Representatives shall have received the favorable opinion of Wilson, Sonsini, Xxxxxxxx & Xxxxxx, Professional Corporation, U.S. counsel for the Company, dated as of such Closing Date, the form of which is attached as Exhibit A (and the --------- Representatives shall have received an additional three conformed copies of such counsel's legal opinion for each of the several Underwriters).
Counsel for the Company. CMS Xxxxxxx XxXxxxx Nabarro Olswang LLP, U.K. counsel for the Company, shall have furnished to the Representative and the Selling Shareholder, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters and the Selling Shareholder, substantially in form and substance set forth in Annex C-3 hereto.
Counsel for the Company. Nason, Yeager, Gerson, White & Lxxxx, P.A. (the “Firm”) is counsel for the Company in respect of its formation, including the preparation of this Agreement, and has included this Section 11.10 as a disclosure to the Members other than Vaporin, Inc. The Firm has is presently representing Vaporin, Inc. In a number of capacities and other companies in which some of the large shareholders of Vaporin, Inc. have interests, direct or indirect. Accordingly, there is the potential of conflict in the Firm representing Vaporin. Vapor Corp. has had the opportunity to retain independent counsel to represent it in connection with this Agreement and consents to the Firm representing the Company. See Next Page For Signatures
Counsel for the Company. The favorable --------------------------------------- opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, U.S. counsel for the Company, in form and substance satisfactory to counsel for the Underwriters and the Sub-underwriter, dated such Date of Delivery, relating to the 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.
Counsel for the Company. The Optionee shall have no rights as a shareholder until the stock is actually delivered to him.
Counsel for the Company. The opinion of Xxxxx, Xxxxxx, Xxxxxxxx, Xxxxxxxxx, Xxxxxxx & Xxxxxxx L.L.P., special counsel for the Company, shall be to the effect that:
Counsel for the Company. (i) Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, is duly qualified as a foreign corporation and in good standing in each state of the United States of America in which its ownership or leasing of property requires such qualification (except where the failure to be so qualified would not have a material adverse effect on the business, properties, financial condition or results of operations of the Company and its subsidiaries, taken as a whole), and has full corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement; all the issued and outstanding capital stock of each of the subsidiaries of the Company has been duly authorized and validly issued and is fully paid and nonassessable, and is owned by the Company free and clear of all liens, encumbrances and security interests, and to the best of such counsel's knowledge, no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in such subsidiaries are outstanding;
