Closing Date Opinion of Company Counsel Sample Clauses

Closing Date Opinion of Company Counsel. On the Closing Date, the Representatives shall have received an opinion of Xxxxxxxx & Xxxx LLP (“Xxxxxxxx & Xxxx”), counsel for the Company, dated the Closing Date, addressed to the Representatives, in form and substance reasonably satisfactory for the Representatives. Each opinion of counsel shall further include a statement (a “Negative Assurance Letter”) to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Time of Sale Prospectus and the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, or the Prospectus or any amendment or supplement thereto, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial, statistical and accounting data included in the Registration Statement, the Time of Sale Prospectus or the Prospectus).
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Closing Date Opinion of Company Counsel. On the Closing Date and each Option Closing Date, the Representative shall have received (i) the favorable opinion and negative assurance letter of Akerman LLP, counsel to the Company (“Company Counsel”), and (ii) the favorable opinion of Xxxxx & Xxxxxx L.L.P., Nevada counsel to the Company (“Nevada Counsel”), in each case, dated the Closing Date and each Option Closing Date, as applicable, and addressed to the Representative in form and substance reasonably satisfactory to the Representative.
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Closing Date Opinion of Company Counsel. On the Closing Date, the Representative shall have received (i) the opinion and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of Lucosky Bxxxxxxx LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative and Underwriters Counsel.
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Closing Date Opinion of Company Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Ellenoff Gxxxxxxx & Schole LLP dated as of the Closing Date, addressed to the Representative as representative for the several Underwriters and in form reasonably acceptable to GM.
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Closing Date Opinion of Company Counsel. On the Closing Date, the Representative shall have received (i) the favorable opinions and negative assurance letter of Xxxxxxxxxx PLLC (“Company Counsel”), U.S. securities counsel to the Company, (ii) the favorable opinions of Xxxxxxx Xxxx & Xxxxxxx, Cayman counsel to the Company and (iii) the favorable opinions of Xxxxxx Xxxxxx & Xxxxxxxx (Thailand) Limited, each dated the Closing Date and addressed to the Representative, in form and substance satisfactory to the Representative.
Sample 1Sample 2Sample 3See All (4)
Closing Date Opinion of Company Counsel. On the Closing Date and each Option Closing Date, the Underwriter shall have received (i) the favorable opinion and negative assurance letter of Akerman LLP, counsel to the Company (“Company Counsel”), and (ii) the favorable opinion of Xxxxx & Xxxxxx L.L.P., Nevada counsel to the Company (“Nevada Counsel”), in each case, dated the Closing Date and each Option Closing Date, as applicable, and addressed to the Underwriter in form and substance reasonably satisfactory to the Underwriter.
Sample 1
Closing Date Opinion of Company Counsel. On the Closing Date, the Representative shall have received (i) the favorable opinions and negative assurance letter of Xxxxxxxxx Xxxx Xxxxxxx LLP (“Company Counsel”), U.S. securities counsel to the Company, and (ii) the favorable opinions of Beijing Zhuodai Law Office, PRC counsel to the Company, each dated the Closing Date and addressed to the Representative, in form and substance satisfactory to the Representative.
Sample 1
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Closing Date Opinion of Company Counsel. On the Closing Date and each Option Closing Date, the Underwriter shall have received (i) the favorable opinion and negative assurance letter of Xxxxxxx PLLC, counsel to the Company (“Company Counsel”) dated the Closing Date and each Option Closing Date, as applicable, and addressed to the Underwriter in form and substance reasonably satisfactory to the Underwriter.
Sample 1

Related to Closing Date Opinion of Company Counsel

  • Closing Date Opinion of Counsel On the Closing Date, the Representative shall have received the favorable opinion of Xxxxx Xxxxxxx LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • 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.

  • Closing Date and Option Closing Date Opinion of Counsel On each of the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinion of GM, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative and in form and substance reasonably satisfactory to BM, confirming as of the Closing Date and, if applicable, the Option Closing Date, the statements made by GM in their opinion delivered on the Effective Date.

  • Effective Date Opinion of Counsel On the Effective Date, the Representative shall have received the favorable opinion of Blank Rome LLP (“BR”), counsel to the Company, dated the Effective Date, addressed to the Representative and in form and substance reasonably satisfactory to GM substantially to the effect that:

  • Closing Date and Option Closing Date Opinions of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Ellenoff Xxxxxxxx & Schole LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and GM.

  • Opinion of Company's Counsel The Purchaser shall have received from Morrxxxx & Xoerxxxx XXX, counsel for the Company, an opinion dated the Closing Date, in the form attached hereto as Exhibit C.

  • Option Closing Date Opinions of Counsel On the Option Closing Date, if any, the Representative shall have received the favorable opinions of each counsel listed in Sections 4.2.1 and 4.2.2, 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 counsels in their respective opinions delivered on the Closing Date.

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received

  • Opinion of Buyer's Counsel Buyer shall deliver to Seller a favorable opinion of counsel for Buyer, dated as of Closing, in form and substance reasonably acceptable to Seller.

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