Common use of Opinion Clause in Contracts

Opinion. No Shareholder will transfer any or all of the Acquiror Company Shares pursuant to Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such Shareholder’s Acquiror Company Shares, without first providing the Acquiror Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Acquiror Company) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Appears in 25 contracts

Samples: Share Exchange Agreement (TGS International Ltd.), Share Exchange Agreement (Stark Beneficial, Inc.), Share Exchange Agreement (MetaStat, Inc.)

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Opinion. No Shareholder will transfer any or all of the Acquiror Company Shares pursuant to Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such Shareholder’s 's Acquiror Company Shares, without first providing the Acquiror Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Acquiror CompanyAcquiror) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Appears in 19 contracts

Samples: Share Exchange Agreement (Perk International Inc.), Share Exchange Agreement (Vemics, Inc.), Share Exchange Agreement (Vemics, Inc.)

Opinion. No Acquiree Shareholder will transfer any or all of the Acquiror Company Shares pursuant to Regulation S or absent an effective registration statement Registration Statement under the Securities Act and applicable state securities law covering the disposition of such Acquiree Shareholder’s Acquiror Company Shares, without first providing the Acquiror Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Acquiror CompanyAcquiror) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Appears in 6 contracts

Samples: Share Exchange Agreement (Kirin International Holding, Inc.), Share Exchange Agreement (Kirin International Holding, Inc.), Share Exchange Agreement (Kirin International Holding, Inc.)

Opinion. No Shareholder will transfer any or all of the Acquiror Company Shares pursuant to Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such Shareholder’s 's Acquiror Company Shares, without first providing the Acquiror Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Acquiror Company) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Appears in 4 contracts

Samples: Share Exchange Agreement (iCURIE, INC.), Share Exchange Agreement (Advanced Medical Institute Inc.), Share Exchange Agreement (Advanced Medical Institute Inc.)

Opinion. No Acquiree Shareholder will transfer any or all of the Acquiror Company Shares pursuant to Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such Acquiree Shareholder’s Acquiror Company Shares, without first providing the Acquiror Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Acquiror CompanyAcquiror) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Appears in 2 contracts

Samples: Share Exchange Agreement (Ciglarette, Inc.), Share Exchange Agreement (GSP-2, Inc.)

Opinion. No The Shareholder will not transfer any or all of the Acquiror Company Shares pursuant to Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such the Shareholder’s Acquiror Company Shares, as the case may be, without first providing the Acquiror Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Acquiror Company) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Appears in 2 contracts

Samples: Share Exchange Agreement (American Education Center, Inc.), Share Exchange Agreement (American BriVision (Holding) Corp)

Opinion. No Shareholder will transfer any or all of the Acquiror Company Shares pursuant to Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such Shareholder’s 's Acquiror Company Shares, without first providing the Acquiror Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Acquiror CompanyAcquiror) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. or state securities laws.

Appears in 1 contract

Samples: Share Exchange Agreement (Hamptons Luxury Homes Inc)

Opinion. No Shareholder nor the Trustee will transfer any or all of the Acquiror Company Shares pursuant to Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such Shareholder’s the Acquiror Company Shares, without first providing the Acquiror Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Acquiror Company) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Appears in 1 contract

Samples: Share Exchange Agreement (Yarraman Winery, Inc.)

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Opinion. No The Shareholder will shall not transfer any or all of the Acquiror Company Shares pursuant to Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such Shareholder’s Acquiror the Company Shares, without first providing the Acquiror Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Acquiror Company) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Appears in 1 contract

Samples: Share Exchange Agreement (Organetix)

Opinion. No Shareholder will transfer any or all of the Acquiror Company Shares pursuant to Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such Shareholder’s Acquiror Company Shares, without first providing the Acquiror Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Acquiror Company and only if requested by the Acquiror Company) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Appears in 1 contract

Samples: Share Exchange Agreement (Inspyr Therapeutics, Inc.)

Opinion. No Shareholder will The Shareholders may not transfer any or all of the Acquiror Company Shares pursuant to Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such Shareholder’s the Acquiror Company Shares, Shares without first providing the Acquiror Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Acquiror Company) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Appears in 1 contract

Samples: Share Exchange Agreement (China Biologic Products, Inc.)

Opinion. No Shareholder The Shareholders will not transfer any or all of the Acquiror Company Shares Acquisition Stock pursuant to Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such the Shareholder’s Acquiror Company SharesAcquisition Stock, as the case may be, without first providing the Acquiror Company Freedom with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Acquiror CompanyFreedom) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Appears in 1 contract

Samples: Share Exchange (Steampunk Wizards, Inc.)

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