Common use of Opinions and Comfort Letters Clause in Contracts

Opinions and Comfort Letters. If a Registration Statement in respect of Registrable Securities includes an underwritten public offering, the Company shall furnish or cause to be furnished such documents and certificates as may be reasonably requested by the participating holders and the managing Underwriters, including customary opinions of counsel and “cold comfort” letters as may be reasonably required pursuant to the underwriting agreement relating thereto. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, a letter of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

Appears in 7 contracts

Samples: Registration Rights Agreement (STG Group, Inc.), Registration Rights Agreement (CR Acquisition Corp.), Registration Rights Agreement (Heckmann CORP)

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Opinions and Comfort Letters. If a Registration Statement in respect of Registrable Securities includes an underwritten public offering, the Company shall furnish or cause to be furnished to the participating Holders and the managing Underwriter or Underwriters such documents and certificates as may be reasonably requested by from the participating holders Company’s independent public accountants and the managing Underwriterslegal counsel, including customary opinions an opinion of counsel and “cold comfort” letters customary comfort letters, as may be reasonably required pursuant to the underwriting agreement relating related thereto. In the event no legal opinion is to be delivered pursuant to any Underwriterthe Underwriting Agreement, the Company shall furnish to each holder of Registrable Securities Holder included in such Registration Statement, at any time that such holder Holder elects to use a prospectus, a letter an opinion of counsel to the Company (based solely on the oral advice of the Commission) to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

Appears in 6 contracts

Samples: Registration Rights Agreement (Mistral Acquisition CO), Registration Rights Agreement (Open Acquisition Corp.), Registration Rights Agreement (Trian Acquisition I Corp.)

Opinions and Comfort Letters. If a Registration Statement in respect of Registrable Securities includes include an underwritten public offering, the Company shall furnish or cause to be furnished each holder of Registrable Securities included in such documents and certificates as may be reasonably requested by the participating holders and the managing UnderwritersRegistration Statement a signed counterpart, including customary opinions addressed to such holder, of (a) any opinion of counsel and “cold comfort” letters as may be reasonably required pursuant to the underwriting agreement relating theretoCompany delivered to any Underwriter and (b) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, a letter of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

Appears in 3 contracts

Samples: Registration Rights Agreement (iStar Acquisition Corp.), Registration Rights Agreement (iStar Acquisition Corp.), Registration Rights Agreement (Global Entertainment & Media Holdings Corp)

Opinions and Comfort Letters. If a Registration Statement in respect of Registrable Securities includes an underwritten public offering, the Company shall furnish or cause to be furnished such documents and certificates as may be reasonably requested by the participating holders and the managing Underwriters, including customary opinions of counsel and "cold comfort" letters as may be reasonably required pursuant to the underwriting agreement relating thereto. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, a letter of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

Appears in 2 contracts

Samples: Registration Rights Agreement (Third Wave Acquisition CORP), Registration Rights Agreement (Third Wave Acquisition CORP)

Opinions and Comfort Letters. If a Registration Statement in respect of Registrable Securities includes an underwritten public offering, the Company shall furnish or cause to be furnished to the participating Holders and the managing Underwriter or Underwriters such documents and certificates as may be reasonably requested by from the participating holders Company’s independent public accountants and the managing Underwriterslegal counsel, including customary opinions an opinion of counsel and “cold comfort” letters customary comfort letters, as may be reasonably required pursuant to the underwriting agreement relating related thereto. In the event no legal opinion is to be delivered pursuant to any Underwriterthe underwriting agreement, the Company shall furnish to each holder of Registrable Securities Holder included in such Registration Statement, at any time that such holder Holder elects to use a prospectus, a letter an opinion of counsel to the Company (based solely on the oral advice of the Commission) to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

Appears in 2 contracts

Samples: Registration Rights Agreement (Cazador Acquisition Corp Ltd.), Registration Rights Agreement (Cazador Acquisition Corp Ltd.)

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Opinions and Comfort Letters. If a Registration Statement in respect the registration involves the registration of Registrable Securities includes in an underwritten public offeringoffering upon request, the Company shall furnish or cause to be furnished each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such documents and certificates as may be reasonably requested by the participating holders and the managing Underwritersholder, including customary opinions of (i) any opinion of counsel and “cold comfort” letters as may be reasonably required pursuant to the underwriting agreement relating theretoCompany delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, a letter an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

Appears in 1 contract

Samples: Registration Rights Agreement (BurgerFi International, Inc.)

Opinions and Comfort Letters. If a Registration Statement in respect of Registrable Securities includes an underwritten public offering, the Company shall furnish or cause to be furnished such documents and certificates as may be reasonably requested by the participating holders and the managing Underwriters, including customary opinions of counsel and “cold comfort” letters as may be reasonably required pursuant to the underwriting agreement relating thereto. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, a letter an opinion of counsel to the Company (based solely on the oral advice of the Commission) to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

Appears in 1 contract

Samples: Registration Rights Agreement (Liberty Lane Acquisition Corp.)

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