Xxxxx Counsel Legal Opinion Sample Clauses

Xxxxx Counsel Legal Opinion. Xxxxx shall have received from Xxxxxxx Procter LLP, counsel for Xxxxx, 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 Xxxxx 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.
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Xxxxx Counsel Legal Opinion. Xxxxx shall have received from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for Xxxxx, 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 Xxxxx 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.
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Xxxxx Counsel Legal Opinion. Xxxxx shall have received from Shearman & Sterling LLP, counsel for Xxxxx, 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 Xxxxx 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.
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Xxxxx Counsel Legal Opinion. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to B. Xxxxx as principal on a Settlement Date and within three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the B. Xxxxx shall have received an opinion of Hunton Axxxxxx Xxxxx LLP, counsel for B. Xxxxx, in form and substance reasonably satisfactory to B. Xxxxx, dated the date that the opinions are required to be delivered; . provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to B. Xxxxx a Reliance Letter to the effect that B. Xxxxx may rely on a prior opinion delivered under this Section 7(q) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).
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Xxxxx Counsel Legal Opinion. Xxxxx shall have received from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for Xxxxx, 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(o), with respect to such matters as Xxxxx 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.
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Xxxxx Counsel Legal Opinion. Xxxxx shall have received from Xxxxxxxxx & Xxxxxxx LLP, counsel for Xxxxx, such opinion or opinions, on or before the date on which the delivery of the U.S. Company Counsel and Dutch Company Counsel legal opinions are required pursuant to Section 7(n), with respect to such matters as Xxxxx 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.
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Xxxxx Counsel Legal Opinion. Xxxxx shall have received the opinion of DLA Piper LLP (US), counsel for Xxxxx, 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 Xxxxx 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.
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Xxxxx Counsel Legal Opinion. Xxxxx shall have received from Xxxxxx, Xxxxx & Xxxxxxx LLP, U.S. counsel for Xxxxx, together with the opinion of Blake, Xxxxxxx & Xxxxxxx, LLP, Canadian counsel for Xxxxx, such opinion or opinions, on or before the date on which the delivery of the legal opinions of Company counsel is required pursuant to Section 7(n), with respect to such matters as Xxxxx 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.
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Xxxxx Counsel Legal Opinion. Xxxxx shall have received from Xxxxx Xxxx & Xxxxxxxx LLP, counsel for Xxxxx, such opinion or opinions, on or before the date on which the delivery of the legal opinions 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.
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Related to Xxxxx Counsel Legal Opinion

  • 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.

  • Company Counsel Legal Opinion Cowen shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Agent Counsel Legal Opinion Agent shall have received from Xxxxxx LLP, counsel for Agent, such opinion or opinions, on or before the date on which the delivery of the Company counsel legal opinion is required pursuant to Section 4(p), with respect to such matters as Agent 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.

  • Legal Opinion The Agent shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).

  • Counsel Opinion Opinion of Xxxxx & Xxxxx LLP, special counsel to the Issuers or other counsel acceptable to the Trustee, dated the Additional Securities Closing Date, in form and substance satisfactory to the Issuer and the Trustee.

  • Subsequent Delivery of Legal Opinions Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates of the Notes or similar changes or solely for the inclusion of additional financial information, and, unless the Agents shall otherwise reasonably specify, other than by an amendment or supplement that relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any proxy statement or Current Report on Form 8-K relating exclusively to the issuance of debt securities other than the Notes or to quarterly or annual financial information that has been announced to the general public or, unless the Agents shall otherwise reasonably request, any other Current Report on Form 8-K or any Quarterly Report on Form 10-Q), (iii) (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to one or more Agents pursuant to a Terms Agreement or (iv) the Company shall approve a form of Indexed Note for sale, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of counsel reasonably satisfactory to the Agents, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinions referred to in Sections 5(a)(1) and (2) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion or, in lieu of any such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); PROVIDED, HOWEVER, that, in the event that an Indexed Note has been approved for sale by the Company, counsel to the Company shall also confirm the exclusion or exemption of such Indexed Note from the Commodity Exchange Act and the rules and regulations promulgated thereunder; and PROVIDED, FURTHER, that, if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company, and none of the Agents shall then hold any Notes as principal purchased pursuant to a Terms Agreement (or, if any Agent holds Notes as principal pursuant to a Terms Agreement, such Agent has held such Notes for more than 180 days), the Company shall not be obligated so to furnish the Agents with opinions until such time that the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more Agents.

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