Common use of Legal Counsel Opinions Clause in Contracts

Legal Counsel Opinions. Upon the request of either Purchaser, from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s Transfer Agent and each requesting Purchaser a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of any shares of Common Stock underlying conversion of the Purchasers’ Notes or other Securities issuable upon exchange of the Purchasers’ Notes or other Securities by the Purchaser or its affiliates, successors and assigns is exempt from the registration requirements of the Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the such shares of Common Stock are not then registered under the Act for resale pursuant to an effective registration statement). Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, either Purchaser may (at the Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. If the Company previously has been a “shell” issuer, the legal Counsel Opinion shall state that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144-3(a)(9) opinion to allow for salability of any Shares issued on conversion of the Purchasers’ Notes or other Securities convertible into Shares, or (ii) accept such opinion from each Purchaser’s counsel.

Legal Counsel Opinions. Upon the request of either Purchaser, the Buyer from to time to time, the Company shall be responsible (responsible, at its cost) , for promptly supplying to the Company’s Transfer Agent transfer agent and each requesting Purchaser the Buyer, at the Company’s discretion, either a customary legal opinion letter or reliance letter (which reliance letter shall indicate that the transfer agent may rely on the opinion of Buyer’s counsel) of its counsel (the “Legal Counsel OpinionOpinion or Reliance Letter”) to the effect that the sale of any shares of Common Stock underlying conversion resale of the Purchasers’ Notes or other Securities issuable upon exchange of the Purchasers’ Notes or other Securities Conversion Shares by the Purchaser Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (144, provided the requirements of Rule 144 are satisfied and provided the such shares of Common Stock Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement), or other applicable exemption, provided the requirements of such other applicable exemption are satisfied. Buyer will take no action or inaction that would invalidate the proposed opinion. Buyer will provide the customary representations to counsel in order to provide such an opinion. Should the Company’s legal counsel fail for any reason to issue other than that the Legal Counsel Opinion, either Purchaser may (at requirements of said exemption are unavailable in the Company’s cost) secure another legal reasonable opinion of counsel to issue the Legal Counsel OpinionOpinion or Reliance Letter, the Buyer may, at the Company’s cost, secure another legal counsel, acceptable to the Company, to issue the Legal Counsel Opinion or Reliance Letter, and the Company will instruct its transfer agent to accept such opinion. If the The Company previously has been a “shell” issuer, the legal Counsel Opinion shall state that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating represents that it is no longer not now, nor ever has been, a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144-3(a)(9) opinion to allow for salability of any Shares issued on conversion of the Purchasers’ Notes or other Securities convertible into Shares, or (ii) accept such opinion from each Purchaser’s counselshell company.”

Legal Counsel Opinions. Upon the request of either Purchaserany Holder, from to time to time, the Company shall be responsible (at its cost) for promptly supplying delivering or causing to be delivered, within seventy-two (72) hours, to the Company’s Transfer Agent and each requesting Purchaser to the Holders, a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of any shares of Common Stock underlying conversion of the Purchasers’ Notes or other Securities issuable upon exchange of the Purchasers’ Notes or other Securities by the Purchaser Holders or its their respective affiliates, successors and assigns is exempt from the registration requirements of the Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the such shares of Common Stock are not then registered under the Act for resale pursuant to an effective registration statement). Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, either Purchaser the Holders may (at the Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent Transfer Agent to accept such opinion. If the Company previously has been a “shell” issuer, the legal Legal Counsel Opinion shall state that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144-3(a)(9) opinion to allow for salability of any Shares shares of Common Stock issued on conversion of the Purchasers’ Notes or other Securities convertible into SharesNotes, or (ii) accept such opinion from each Purchaserof the Holder’s counsel.

Legal Counsel Opinions. Upon the request of either Purchaser, the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s Transfer Agent (the “Transfer Agent”) and each requesting Purchaser the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of any shares of Common Stock underlying conversion of the Purchasers’ Notes or other Securities issuable upon exchange of the Purchasers’ Notes or other Securities Conversion Shares by the Purchaser Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the such shares of Common Stock Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement)) or other applicable exemption. Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, either Purchaser the Buyer may (at the Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct the Transfer Agent to accept such opinion. For the avoidance of doubt, and anything to the contrary in this Section 4(l) notwithstanding, the Buyer may obtain the legal opinion referenced in this Section 4(l) from counsel of its own choosing without first requesting a Legal Counsel Opinion from the Company, and in such instance (provided the requirements of Rule 144 are satisfied) the Company will instruct the Company’s transfer agent to accept such opinion. If legal opinion from counsel selected by the Company previously has been Buyer as if it were a “shell” issuer, the legal Legal Counsel Opinion shall state that at least twelve (12) months have passed since delivered by the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144-3(a)(9) opinion to allow for salability of any Shares issued on conversion of the Purchasers’ Notes or other Securities convertible into Shares, or (ii) accept such opinion from each PurchaserCompany’s counsel.