Common use of Opinion of Counsel to the Company Clause in Contracts

Opinion of Counsel to the Company. The Placement Agent shall have received from, Xxxxxx & Xxxxxxx LLP, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

Appears in 5 contracts

Samples: Placement Agency Agreement (BSD Medical Corp), Placement Agency Agreement (BSD Medical Corp), Placement Agency Agreement (BSD Medical Corp)

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Opinion of Counsel to the Company. The Placement Agent shall have received fromfrom Xxxxxx, Xxxxxx Xxxxx & Xxxxxxx Bockius LLP, counsel to the Company, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in the form and substance as is set forth provided on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached B hereto.

Appears in 2 contracts

Samples: Placement Agency Agreement (BMP Sunstone CORP), Placement Agency Agreement (BMP Sunstone CORP)

Opinion of Counsel to the Company. The Placement Agent shall have received fromfrom Skadden, Xxxxxx Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, counsel to the Company, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is to the effect set forth on in Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statementletter, addressed to the Placement Agent and dated the Closing Date, in form and substance as to the effect set forth in Exhibit E attached hereto.

Appears in 2 contracts

Samples: Placement Agency Agreement (Harris & Harris Group Inc /Ny/), Placement Agency Agreement (Harris & Harris Group Inc /Ny/)

Opinion of Counsel to the Company. The Placement Agent Agents shall have received fromfrom Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, Xxxxxx & Xxxxxxx LLPcounsel to the Company, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent Agents and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

Appears in 2 contracts

Samples: Placement Agency Agreement (Biodel Inc), Placement Agency Agreement (Biodel Inc)

Opinion of Counsel to the Company. The Placement Agent Agents shall have received fromfrom Xxxxx Xxxxxxx Xxxxxxx Israels LLP, Xxxxxx & Xxxxxxx LLPcounsel to the Company, such counsel’s written opinion, addressed to the Placement Agent Agents and the Investors and dated the Closing Date, in form and substance reasonably satisfactory to the Representative as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

Appears in 1 contract

Samples: Placement Agency Agreement (Emisphere Technologies Inc)

Opinion of Counsel to the Company. The Placement Agent Agents shall have received fromfrom Mxxxxx, Xxxxxx Xxxxx & Xxxxxxx Bockius LLP, counsel to the Company, such counsel’s written opinion, addressed to the Placement Agent Agents and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached heretoreasonably satisfactory to the Representatives. Such counsel shall also have furnished to the Placement Agent Agents a written statementstatement covering negative assurances, addressed to the Placement Agent Agents and dated the Closing Date, in form and substance as set forth in Exhibit E attached heretoreasonably satisfactory to the Representatives.

Appears in 1 contract

Samples: Placement Agency Agreement (Sangamo Biosciences Inc)

Opinion of Counsel to the Company. The Placement Agent shall have received fromfrom Holland & Xxxx LLP, Xxxxxx & Xxxxxxx LLPcounsel to the Company, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in the form and substance as is set forth provided on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached C hereto.

Appears in 1 contract

Samples: Placement Agency Agreement (Broadcast International Inc)

Opinion of Counsel to the Company. The Placement Agent shall have received from, from Xxxxxx & Xxxxxxx LLP, counsel to the Company, such counsel’s written opinionopinion and negative assurance letter, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, each addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E D-1 and Exhibit D-2, respectively, attached hereto.

Appears in 1 contract

Samples: Placement Agency Agreement (Weatherford International PLC)

Opinion of Counsel to the Company. The Placement Agent shall have received fromfrom Xxxxxx Xxxxxx LLP, Xxxxxx & Xxxxxxx LLPcounsel to the Company, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

Appears in 1 contract

Samples: Agency Agreement (Cytori Therapeutics, Inc.)

Opinion of Counsel to the Company. The Placement Agent shall have received fromfrom Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP and Xxxxx Xxxxx & Co., Xxxxxx & Xxxxxxx LLPcounsel to the Company, such counsel’s counsels’ written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statementopinions, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E and Exhibit F attached hereto.

Appears in 1 contract

Samples: Placement Agency Agreement (CYREN Ltd.)

Opinion of Counsel to the Company. The Placement Agent shall have received fromfrom Wxxxxx Rxxxxxx Yxxxx & Pxxxxx, Xxxxxx & Xxxxxxx LLPcounsel to the Company, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

Appears in 1 contract

Samples: Placement Agency Agreement (Assembly Biosciences, Inc.)

Opinion of Counsel to the Company. The Placement Agent shall have received fromfrom Gxxxxxx Procter LLP, Xxxxxx & Xxxxxxx LLPcounsel to the Company, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statementstatement (“Negative Assurance”), addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

Appears in 1 contract

Samples: Placement Agency Agreement (Avanir Pharmaceuticals)

Opinion of Counsel to the Company. The Placement Agent Agents shall have received fromfrom Xxxxx Day, Xxxxxx & Xxxxxxx LLPcounsel to the Company, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent Agents and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

Appears in 1 contract

Samples: Placement Agency Agreement (Athersys, Inc / New)

Opinion of Counsel to the Company. The Placement Agent shall have received fromfrom DLA Piper US LLP, Xxxxxx & Xxxxxxx LLPcounsel to the Company, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statementstatement (“Negative Assurance”), addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

Appears in 1 contract

Samples: Cytori Therapeutics, Inc.

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Opinion of Counsel to the Company. The Placement Agent shall have received from, Xxxxxx & from Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, LLP such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D C attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E D attached hereto.

Appears in 1 contract

Samples: Placement Agency Agreement (ChromaDex Corp.)

Opinion of Counsel to the Company. The Placement Agent shall have received fromfrom each of Manatt, Xxxxxx & Xxxxxxx LLPXxxxxxxx, LLP such counsel’s written opinionopinion and negative assurance statement, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.C.

Appears in 1 contract

Samples: Placement Agency Agreement (Superconductor Technologies Inc)

Opinion of Counsel to the Company. The Placement Agent shall have received fromfrom Xxxxxx Xxxxxx LLP, Xxxxxx & Xxxxxxx LLPcounsel to the Company, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statementstatement (“Negative Assurance”), addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

Appears in 1 contract

Samples: Agency Agreement (Cytori Therapeutics, Inc.)

Opinion of Counsel to the Company. The Placement Agent shall have received from, Xxxxx & Xxxxxx & Xxxxxxx LLPL.L.P., such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

Appears in 1 contract

Samples: Placement Agency Agreement (Peregrine Pharmaceuticals Inc)

Opinion of Counsel to the Company. The Placement Agent Agents shall have received fromfrom Hxxxxx Exxxxx LLP, Xxxxxx & Xxxxxxx LLPcounsel to the Company, such counsel’s written opinion, addressed to the Placement Agent Agents and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached heretoreasonably satisfactory to the Placement Agents and their counsel. Such counsel shall also have furnished to the Placement Agent Agents a written statement, addressed to the Placement Agent Agents and dated the Closing Date, in form and substance as set forth in Exhibit E attached heretoreasonably satisfactory to the Placement Agents and their counsel.

Appears in 1 contract

Samples: Adventrx Pharmaceuticals Inc

Opinion of Counsel to the Company. The Placement Agent shall have received fromfrom Mxxxxx, Xxxxxx Xxxxx & Xxxxxxx Bxxxxxx LLP, counsel to the Company, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in the form and substance as is set forth provided on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached C hereto.

Appears in 1 contract

Samples: Placement Agency Agreement (Beijing Med Pharm Corp)

Opinion of Counsel to the Company. The Placement Agent shall have received fromfrom Bxxxx Xxxxxxx Bxxxxxx Israels LLP, Xxxxxx & Xxxxxxx LLPcounsel to the Company, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

Appears in 1 contract

Samples: Placement Agency Agreement (Emisphere Technologies Inc)

Opinion of Counsel to the Company. The Placement Agent shall have received from, Xxxxxx & from Xxxxxxxxx Xxxxxxx LLP, counsel to the Company, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto. Such counsel shall have also furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in the form and substance as set forth in Exhibit F attached hereto.

Appears in 1 contract

Samples: Agency Agreement (Bionovo Inc)

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