Common use of Legal Counsel Opinions Clause in Contracts

Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at the Company’s cost) for promptly (within ten (10) business days from the Buyer’s request) supplying to the Company’s transfer agent and the requesting 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.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Edison Nation, Inc.), Securities Purchase Agreement (Ozop Surgical Corp.), Securities Purchase Agreement (Edison Nation, Inc.)

AutoNDA by SimpleDocs

Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at the Company’s cost) for promptly (within ten (10) business days from the Buyer’s request) supplying to the Company’s transfer agent and the requesting 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Mphase Technologies Inc), Securities Purchase Agreement (Q BioMed Inc.)

Legal Counsel Opinions. Upon the request of the a Buyer from to time to time, the Company shall be responsible (at the Company’s cost) for promptly (within ten (10) business days from the such Buyer’s request) supplying to the Company’s transfer agent and the requesting Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of Conversion Shares by the such 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 ; provided, however, that it is understood that such opinions will generally be provided by counsel selected by the Buyer and which need not be counsel to 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Arch Therapeutics, Inc.)

AutoNDA by SimpleDocs

Legal Counsel Opinions. Upon the request of the a Buyer from to time to time, the Company shall be responsible (at the Company’s 's cost) for promptly (within ten two (102) business days from the such Buyer’s 's request) supplying to the Company’s 's transfer agent and the requesting Buyer a customary legal opinion letter of its counsel (the "Legal Counsel Opinion") to the effect that the sale of Conversion Shares by the such 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 's legal counsel fail for any reason to issue the Legal Counsel Opinion, the such Buyer may (at the Company’s 's cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion.

Appears in 1 contract

Samples: Securities Purchase Agreement (Stealth Technologies, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.