Common use of Closing Date Opinion of Counsel Clause in Contracts

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, counsel to the Company, dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable to the Underwriter.

Appears in 5 contracts

Samples: Underwriting Agreement (Citius Pharmaceuticals, Inc.), Underwriting Agreement (Citius Pharmaceuticals, Inc.), Underwriting Agreement (Citius Pharmaceuticals, Inc.)

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Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLPXxxxx, P.C., counsel to the Company, dated the Closing Date and addressed to the Underwriter, substantially in a form reasonably acceptable to the Underwriter.and substance attached hereto as Exhibit B.

Appears in 4 contracts

Samples: Underwriting Agreement (PetroShare Corp.), Underwriting Agreement (PetroShare Corp.), Underwriting Agreement (PetroShare Corp.)

Closing Date Opinion of Counsel. On each of the Closing Date and the Option Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, counsel to the Company, dated the Closing Date and Date, addressed to the Underwriter, Underwriter and in a form reasonably acceptable and substance satisfactory to the Underwriter.Underwriter and its counsel to the effect that:

Appears in 4 contracts

Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxx & Xxxxxx Xxxxxx, LLP, counsel to the Company, dated the Closing Date and addressed to the Underwriter, in a the form reasonably acceptable agreed to by the UnderwriterUnderwriter and such counsel.

Appears in 3 contracts

Samples: Underwriting Agreement (Genprex, Inc.), Underwriting Agreement (Genprex, Inc.), Underwriting Agreement (Genprex, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxxxx & Xxxxx & Xxxxxx LLP, counsel to the Company, dated the Closing Date and addressed to the Underwriter, in a such form reasonably as shall be acceptable to the Underwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Inpixon), Underwriting Agreement (Inpixon), Underwriting Agreement (Inpixon)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Hxxxxx Xxxxxxx Xxxxx & Xxxxxx Exxxx, LLP, counsel to the Company, and 10b-5 letter of negative assurance, in each case dated the Closing Date and addressed to the Underwriter, substantially in a the form reasonably acceptable to the Underwriterof Exhibit D and Exhibit E, respectively, attached hereto.

Appears in 3 contracts

Samples: Underwriting Agreement (Jerash Holdings (US), Inc.), Underwriting Agreement (Jerash Holdings (US), Inc.), Underwriting Agreement (Jerash Holdings (US), Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx & Xxxxxx LLPXxxxx, counsel to the Company, (a form of such opinion is attached as Annex 2 hereto), which opinion shall include a statement of negative assurance (a form of which is attached as Annex 3 hereto), dated the Closing Date and addressed to the Underwriter, in a form and substance reasonably acceptable satisfactory to the Underwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Dais Analytic Corp), Underwriting Agreement (Dais Analytic Corp), Underwriting Agreement (Dais Analytic Corp)

Closing Date Opinion of Counsel. On the each Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLPXxxxxxx, counsel to the Company, dated the Closing Date and Date, addressed to the Underwriter, Underwriter and in a form reasonably acceptable and substance satisfactory to the Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Cafe La France Inc), Underwriting Agreement (Cafe La France Inc)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable written opinion of Xxxxxx Xxxxxxx Xxxxx Xxxxxxx & Xxxxxx LLPLi LLC, the securities counsel to the Company, Company in form satisfactory to the Underwriter and Underwriter Counsel (and in any case including negative assurance language) dated as of the Closing Date and addressed to the Underwriter, in a form reasonably acceptable to the Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (China SXT Pharmaceuticals, Inc.), Underwriting Agreement (China SXT Pharmaceuticals, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Gusrae, Xxxxxx, Xxxxx & Xxxxxx LLPXxxxxxx PLLC, counsel to the Company, dated the Closing Date and Date, addressed to the Underwriter, in a form reasonably acceptable to Underwriter covering the Underwriter.following:

Appears in 2 contracts

Samples: Underwriting Agreement (China Shandong Industries, Inc.), Underwriting Agreement (China Shandong Industries, Inc.)

Closing Date Opinion of Counsel. On each of the Closing Date and the Option Closing Date, if any, the Underwriter Underwriters shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLPCxxxxx Godward LLP , counsel to the Company, dated as of the Closing Date and or the Option Closing Date, as the case may be, addressed to the Underwriter, Representative and in a the form reasonably acceptable to the Underwriter.attached hereto as Exhibit A.

Appears in 2 contracts

Samples: Underwriting Agreement (Acquicor Technology Inc), Underwriting Agreement (Acquicor Technology Inc)

Closing Date Opinion of Counsel. On each of the Closing Date and the Option Closing Date, if any, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLPDechert LLP (“Dechert”), counsel to the Company, dated the as of the Closing Date and or the Option Closing Date, as the case may be, addressed to the Underwriter, Underwriter and in a form and substance reasonably acceptable satisfactory to Xxxxxxx to the Underwriter.following effect:

Appears in 2 contracts

Samples: Underwriting Agreement (Federal Services Acquisition CORP), Underwriting Agreement (Federal Services Acquisition CORP)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLPTxxxXxxxx PC (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Underwriter, in a form and substance reasonably acceptable satisfactory to the Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Bone Biologics Corp), Underwriting Agreement (Bone Biologics Corp)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter Underwriters shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx Dechert LLP, counsel to the Company, dated as of the Closing Date, addressed to the Underwriters and in the form attached hereto as Exhibit A. On the Option Closing Date, if any, the Underwriters shall receive the favorable bringdown opinion of Dechert LLP, dated as of the Option Closing Date and addressed to the Underwriter, in a form reasonably acceptable to the UnderwriterUnderwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (Shermen WSC Acquisition Corp), Underwriting Agreement (Shermen WSC Acquisition Corp)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter Underwriters shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxx Xxxxxxxxx LLP, counsel to the Company, dated the as of the Closing Date and Date, addressed to the Underwriter, Underwriters and in a form reasonably acceptable and substance satisfactory to the Underwriter.Xxxxxxx attached hereto as Exhibit C.

Appears in 2 contracts

Samples: Underwriting Agreement (Oracle Healthcare Acquisition Corp.), Underwriting Agreement (Oracle Healthcare Acquisition Corp.)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx Vxxxxx & Xxxxxx LLPExxxxx, L.L.P., counsel to the CompanyCompany (“VE”), dated the Closing Date and Date, addressed to the Underwriter, in a form reasonably acceptable to Underwriter covering the Underwriter.following:

Appears in 2 contracts

Samples: Underwriting Agreement (Eco-Stim Energy Solutions, Inc.), Underwriting Agreement (Eco-Stim Energy Solutions, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter Underwriters shall have received the favorable written opinion of Xxxxxx Sichenzia Rxxx Xxxxxxx Xxxxx & Xxxxxx LLP, the securities counsel to the Company, Company in form satisfactory to the Representative and Underwriter Counsel (and in any case including negative assurance language) dated as of the Closing Date and addressed to the Underwriter, in a form reasonably acceptable to the UnderwriterUnderwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (China Internet Nationwide Financial Services, Inc.), Underwriting Agreement (China Internet Nationwide Financial Services, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx Dechert LLP, counsel to the Company, dated as of the Closing Date, addressed to the Underwriter and in the form attached hereto as Exhibit A. On the Option Closing Date, if any, the Underwriter shall receive the favorable bringdown opinion of Dechert LLP, dated as of the Option Closing Date and addressed to the Underwriter, in a form reasonably acceptable to the Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Shermen WSC Acquisition Corp), Underwriting Agreement (Shermen WSC Acquisition Corp)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLPDisclosure Law Group, a Professional Corporation, counsel to the Company (“Company’s Counsel”), and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Underwriter, substantially in a the form reasonably acceptable to the Underwriterof Exhibit D attached hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Super League Gaming, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Sichenzia Rxxx Xxxxxxx Xxxxx & Xxxxxx LLP, counsel to the Company, dated the Closing Date and addressed to the Underwriter, in a form and substance reasonably acceptable satisfactory to the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (DPW Holdings, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx Kxxxxxx & Xxxxxx LLPCxxxxxx, P.C., counsel to the Company, dated the Closing Date and addressed to the Underwriter, substantially in a the form reasonably acceptable to the Underwriterof Exhibit D attached hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Shineco, Inc.)

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Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx Lev, Berlin & Xxxxxx LLPXxxx, P.C., counsel to the Company, dated the Closing Date Date, addressed to the Underwriter and addressed in form and substance satisfactory to Xxxxxx Xxxxxxxx Frome & Xxxxxxxxxx LLP, counsel to the Underwriter, in a form reasonably acceptable to the Underwriter.effect that:

Appears in 1 contract

Samples: Underwriting Agreement (Puro Water Group Inc)

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, if any, the Underwriter shall have received the favorable opinion of Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx and Xxxxx & Xxxxxx LLPPC (“Mintz Xxxxx”), counsel to the Company, dated as of the Closing Date and or the Option Closing Date, as the case may be, addressed to the Underwriter, Underwriter and in a form reasonably acceptable and substance satisfactory to Xxxxxxx to the Underwriter.following effect:

Appears in 1 contract

Samples: Underwriting Agreement (Apex Bioventures Acquisition Corp)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx Xxxxxxx & Xxxxxx LLPLi LLC, U.S. securities counsel to the Company, dated the Closing Date and Date, addressed to the Underwriter, in a form and substance reasonably acceptable satisfactory to the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (MDJM LTD)

Closing Date Opinion of Counsel. On each of the Closing Date and the Option Closing Date, if any, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxx LLPXxxxxxxxx LLP (“Xxxxxxx Xxxx”), counsel to the Company, dated the as of the Closing Date and or the Option Closing Date, as the case may be, addressed to the Underwriter, Underwriter and in a form reasonably acceptable and substance satisfactory to the Underwriter.Xxxxxxx attached hereto as Exhibit C.

Appears in 1 contract

Samples: Underwriting Agreement (Oracle Healthcare Acquisition Corp.)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxx Xxxx Xxxxxxxxxx & Xxxxxx Xxxxxxxxx LLP, counsel to the Company, and Xxxxxxx Law, Inc., Nevada counsel to the Company, dated the Closing Date and addressed to the Underwriter, Underwriter each in a form reasonably acceptable to the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Xenetic Biosciences, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received (i) the favorable opinion and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLPLovells (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Underwriter, Underwriter in a customary form and reasonably acceptable to the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Trident Digital Tech Holdings Ltd.)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable an opinion of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx letter from K&L Gates LLP, counsel to the Company, Company (which shall include negative assurances language and a form of which opinion is attached as Annex 2 hereto) dated the Closing Date and addressed to the Underwriter, in a form and substance reasonably acceptable satisfactory to the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Energous Corp)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx Ellenoff Xxxxxxxx & Xxxxxx Schole LLP, U.S. securities counsel to the Company, dated the Closing Date and Date, addressed to the Underwriter, in a form and substance reasonably acceptable satisfactory to the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Wah Fu Education Group LTD)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx Xxxxxxxx & Xxxxxx Xxxxxxxx LLP, counsel to the Company, in substantially the form agreed to with counsel to the Underwriter prior to the date hereof and a statement of negative assurance in substantially the form agreed to with counsel to the Underwriter prior to the date hereof, in each case dated the Closing Date and addressed to the Underwriter, in a form and substance reasonably acceptable satisfactory to the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Imprimis Pharmaceuticals, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable written opinion of Xxxxxx Hxxxxx Xxxxxxx Xxxxx Xxxxxxx & Xxxxxx LLPLi LLC, the securities counsel to the Company, Company in form satisfactory to the Underwriter and Underwriter Counsel (and in any case including negative assurance language) dated as of the Closing Date and addressed to the Underwriter, in a form reasonably acceptable to the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (China SXT Pharmaceuticals, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter Underwriters shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx Xxxxxxx, LLP, counsel to the Company, dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable to the Underwriter.Underwriters, covering the matters set forth in Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Funtalk China Holdings LTD)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxx Xxxx Xxxxxxxxxx & Xxxxxx Xxxxxxxxx LLP, counsel to the Company, and Westward Law Group, Nevada counsel to the Company, dated the Closing Date and addressed to the Underwriter, Underwriter each in a form reasonably acceptable to the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Xenetic Biosciences, Inc.)

Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, counsel to the Company, dated the Closing Date and Date, addressed to the Underwriter, in a form reasonably acceptable to Underwriter covering the Underwriter.following:

Appears in 1 contract

Samples: Underwriting Agreement (Hyperdynamics Corp)

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