Legal Counsel Opinions Sample Clauses

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 sale of Conversion 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 are not then registered under the 1933 Act for resale pursuant to an effective registration statement). Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at the Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion.
Legal Counsel Opinions. (a) Upon the request of the Purchaser from to time to time, Company shall be responsible (at its cost) for promptly supplying to Company’s transfer agent and the Purchaser a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Underlying Securities by the Purchaser 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 Underlying Securities are not then registered under the 1933 Act for resale pursuant to an effective registration statement). Should Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Purchaser may (at Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and Company will instruct its transfer agent to accept such opinion. Company shall not impede the removal by its stock transfer agent of the restricted legend from any common stock certificate upon receipt by the transfer agent of a Rule 144 Opinion Letter. COMPANY HEREBY AGREES THAT IT MAY NEVER TAKE THE POSITION THAT IT IS A “SHELL COMPANYIN CONNECTION WITH ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE.
Legal Counsel Opinions. The Buyer shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Company 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). . The Company hereby agrees that it may never take the position that it is a “shell companyin connection with its obligations under this Agreement or otherwise.
Legal Counsel Opinions. Upon the request of either Alpha and/or Brio, from to time to time, the Company shall be responsible (at its sole cost and expense) for delivering or causing to be delivered to the Company’s Transfer Agent and to Alpha and/or Brio, as the case may be, within seventy-two (72) hours of the written request from Alpha and/or Brio, a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of any shares of Common Stock underlying conversion, exercise or exchange of the Alpha or Brio Notes, Brio Shares, New Purchasers’ Securities, the Series C Preferred Stock or other securities issuable upon conversion, exercise or exchange of any of the foregoing by Alpha or Brio or their respective affiliates, successors and assigns, is exempt from the registration requirements of the Act pursuant to Rule 144 or 3(a)(9), provided the requirements of Rule 144 are satisfied and provided the such shares of Common Stock are not then registered under the Act for resale pursuant to an effective registration statement). If the Company previously has been a “shellissuer, the Legal Counsel Opinion shall state that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to render the requisite Legal Counsel Opinion pursuant to Rule 144 or 3(a)(9), as may be applicable, to allow for salability of any shares of Common Stock issued on conversion, exercise or exchange of the Alpha and/or Brio Notes, Brio Shares, New Purchasers’ Securities, or any securities issuable upon conversion, exercise or exchange of the foregoing, the Series C Preferred Stock or other securities convertible into shares of Common Stock. Should the Company’s legal counsel fail, for any reason, to issue the Legal Counsel Opinion, either Alpha and/or Brio may (at the Company’s sole cost and expense) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its Transfer Agent to accept such opinion. Notwithstanding the foregoing, the Company acknowledges and agrees that if, for any reason, its legal counsel shall fail to issue the Rule 144 or 3(a)(9) opinion, prior to requesting the either Alpha and/or Brio engage another legal counsel to prepare an opinion that the Company agrees to accept and direct its Transfer Agent to accept, the Company will engage other legal counsel, at the Company’s sole cost ...
Legal Counsel Opinions. The Agents, the Forward Purchasers and the Forward Sellers shall have received from Cooley LLP, counsel for the Agents, such opinion or opinions, on or before the date on which the delivery of the opinions of Company Counsel is required pursuant to Section 7(o) hereof, with respect to such matters as the Agents, the Forward Purchasers and the Forward Sellers may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for enabling them to pass upon such matters.
Legal Counsel Opinions. The Buyer shall secure its own legal opinions at its own cost.

Related to Legal Counsel Opinions

  • Legal Counsel Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Schulte Roth & Zabel LLP or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.

  • 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).

  • Opinions of Counsel to the Company The Underwriters shall have received the opinions and letters, each dated the Closing Date and any Option Closing Date, as the case may be, each reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, from Foley & Lardner LLP, as corporate/securities counsel.