Common use of Opinion of Counsel for the Agent Clause in Contracts

Opinion of Counsel for the Agent. On the date of this ATM Equity OfferingSM Sales Agreement, the Agent shall have received the favorable written opinion or opinions of Freshfields Bruckhaus Xxxxxxxx US LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Appears in 2 contracts

Samples: Equity Offeringsm Sales Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Terms Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

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Opinion of Counsel for the Agent. On the date of this ATM Equity OfferingSM At Market Issuance Sales Agreement, the Agent shall have received the favorable written opinion or opinions of Freshfields Bruckhaus Xxxxxxxx US LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Appears in 2 contracts

Samples: Terms Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Terms Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

Opinion of Counsel for the Agent. On the date of this ATM Equity OfferingSM Sales Agreement, the Agent shall have received the favorable written opinion or opinions of Freshfields Bruckhaus Xxxxxxxx US Shearman & Sterling LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Appears in 2 contracts

Samples: Terms Agreement (Protalix BioTherapeutics, Inc.), Terms Agreement (Express, Inc.)

Opinion of Counsel for the Agent. On the every date of this ATM Equity OfferingSM Sales Agreementspecified in Section 3(l) hereof, the Agent shall have received the favorable written opinion or opinions and letter of Freshfields Bruckhaus Xxxxxxxx US Shearman & Sterling LLP, counsel for to the Agent, addressed to the Agent and dated as of such date, with respect and in form reasonably satisfactory to such matters as the Agent may reasonably requestAgent. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws law of the State of New York and York, the federal securities laws law of the United StatesStates and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Amr Corp)

Opinion of Counsel for the Agent. On Prior to the date initial offering of this ATM Equity OfferingSM Sales Agreementany Shares hereunder, the Agent shall have received the favorable written opinion or opinions of Freshfields Bruckhaus Xxxxxxxx US Xxxxxx LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Appears in 1 contract

Samples: Terms Agreement (Neoleukin Therapeutics, Inc.)

Opinion of Counsel for the Agent. On the date of this ATM Equity OfferingSM Sales Agreement, the Agent Agents shall have received the favorable written opinion or opinions of Freshfields Bruckhaus Xxxxxxxx US Xxxxx Xxxxx LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent Agents may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Appears in 1 contract

Samples: Offering Sales Agreement (I3 Verticals, Inc.)

Opinion of Counsel for the Agent. On the date of this ATM Equity OfferingSM Sales Agreement, the Agent shall have received the favorable written opinion or opinions and negative assurance letter of Freshfields Bruckhaus Xxxxxxxx US & Sterling LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Appears in 1 contract

Samples: Terms Agreement (Irobot Corp)

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Opinion of Counsel for the Agent. On the date of this ATM Equity OfferingSM Sales Agreement, the Agent shall have received the favorable written opinion or opinions of Freshfields Bruckhaus Xxxxxxxx US Xxxxxxxx & Schole LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Appears in 1 contract

Samples: Terms Agreement (Protalix BioTherapeutics, Inc.)

Opinion of Counsel for the Agent. On the date of this ATM Equity OfferingSM Sales Agreement, the Agent shall have received the favorable written opinion or opinions of Freshfields Bruckhaus Xxxxxxxx US Xxxxxx & Xxxxxxx LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Appears in 1 contract

Samples: Terms Agreement (Turtle Beach Corp)

Opinion of Counsel for the Agent. On the date of this ATM Equity OfferingSM Sales Agreement, the Agent shall have received the favorable written opinion or opinions of Freshfields Bruckhaus Xxxxxxxx US Ellenoff Gxxxxxxx & Schole LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Appears in 1 contract

Samples: Terms Agreement (Protalix BioTherapeutics, Inc.)

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