Opinion of Counsel and Certificate Conditions to the Sale and Purchase of the Shares Sample Clauses

Opinion of Counsel and Certificate Conditions to the Sale and Purchase of the Shares. 12 Section 5.1 Conditions Precedent to the Obligation of the Company to Sell the Shares 12 Section 5.2 Conditions Precedent to the Obligation of the Purchaser to Purchase the Shares 13 ARTICLE VI TERMINATION 14 Section 6.1 Term, Termination by Mutual Consent 14 Section 6.2 Effect of Termination 14 ARTICLE VII INDEMNIFICATION 14 Section 7.1 General Indemnity 14 Section 7.2 Indemnification Procedures 15 ARTICLE VIII MISCELLANEOUS 16 Section 8.1 Specific Enforcement, Consent to Jurisdiction 16 Section 8.2 Entire Agreement; Amendment 17 Section 8.3 Notices 17 Section 8.4 Waivers 18 Section 8.5 Headings 18 Section 8.6 Successors and Assigns 18 Section 8.7 Governing Law 18 Section 8.8 Survival 18 Section 8.9 Counterparts 18 Section 8.10 Publicity 18 Section 8.11 Severability 19 Section 8.12 Further Assurances 19 PRIVATE PLACEMENT PURCHASE AGREEMENT This PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”), dated as of July 6, 2012, is made by and between Cyclone Power Technologies Inc., a Florida corporation (the “Company”) and GEM Global Yield Fund Limited, a company incorporated under the laws of the Cayman Islands (the “Purchaser”).
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Opinion of Counsel and Certificate Conditions to the Sale and Purchase of the Shares 
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Related to Opinion of Counsel and Certificate Conditions to the Sale and Purchase of the Shares

  • Sale and Purchase of the Securities Upon the terms and subject to the conditions set forth in this Agreement and on the basis of the representations, warranties, covenants, agreements, undertakings and obligations contained herein, at the Closing (as defined in Section 2.1 hereof), Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, the Securities, free and clear of any and all Liens (as defined in Section 8.11 hereof), for the consideration specified in this Article 1.

  • Certificate and Opinion as to Conditions Precedent Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Opinion of Counsel for the Selling Stockholders Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion of Counsel for the Selling Shareholders At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

  • Opinion of Counsel for the Selling Stockholder At the Closing Time, the Underwriter shall have received the opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

  • Acknowledgment Regarding Investor’s Purchase of Shares The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

  • Opinion of Counsel for the Initial Purchasers On the Closing Date the Initial Purchasers shall have received the favorable opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

  • Option Closing Date Opinion of Counsel On the Option Closing Date, if any, the Representative shall have received the favorable opinion of counsel listed in Section 4.2.1, dated the Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made by such counsel in its opinion delivered on the Closing Date.

  • Acknowledgment Regarding Investor’s Purchase of Securities The Company acknowledges and agrees that Investor is acting solely in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by Investor or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to Investor’s purchase of the Securities. The Company further represents to Investor that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

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