_万法通legalenglish法律意见书撰写技巧.ppt

(cont.) (vii) any Common Stock Warrants will be issued under one or more equity warrant agreements each to be between the Company and a financial institution identified therein as a warrant agent; (viii) prior to issuance of any preferred shares, appropriate certificates of designation will be accepted for record by the Secretary of State of the State of Delaware; (ix) if being sold by the issuer thereof, the Securities will be delivered against payment of valid consideration therefor and in accordance with the terms of the applicable Board Action authorizing such sale and any applicable underwriting agreement or purchase agreement and as contemplated by the Registration Statement and/or the applicable prospectus supplement; (x) the Company will remain a Delaware corporation; and (xi) any Rights associated with the Common Stock will be issued under one or more rights agreements, each to be between the Company and a financial institution identified therein as a rights agent. (cont.) To the extent that the obligations of the Company with respect to the Securities may be depended upon such matters, we assume for purpose of this opinion that the other party under the indenture for any Debt Securities, under the warrant agreement for any Debt Warrants, Preferred Stock Warrants, or Common Stock Warrants, and under any rights agreement for any Rights associated with Common Stock, namely, the trustee, the warrant agent, the rights agent, respectively, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that such other party is duly qualified to engage in the activities contemplated by such indenture, warrant agreement, or rights agreement, as applicable; that such indenture, warrant agreement, or rights agreement, as applicable, has been duly authorized, executed and delivered by the other party and constitutes the legal, valid and binding obligation of the other party enforceable against the other party in ac