Common use of Opinion of Counsel Clause in Contracts

Opinion of Counsel. The Company will obtain for the Investor, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 231 contracts

Samples: Drawdown Equity Financing Agreement (Feel Golf Co Inc), Equity Line of Credit Agreement (Ams Homecare Inc), Equity Distribution Agreement (Sonoran Energy Inc)

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Opinion of Counsel. The Company will obtain for the Investor, at the Company's ’s expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 90 contracts

Samples: Stock Purchase Agreement (SMX (Security Matters) Public LTD Co), Stock Purchase Agreement (SMX (Security Matters) Public LTD Co), Stock Purchase Agreement (ETAO International Co., Ltd.)

Opinion of Counsel. The Company will obtain obtain, subject to applicable securities laws, for the Investor, at the Company's ’s expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Stragenics, Inc.), Securities Purchase Agreement (First Liberty Power Corp), Securities Purchase Agreement (Frozen Food Gift Group, Inc)

Opinion of Counsel. Investor shall receive an opinion letter from counsel to the Company on the date hereof. The Company will obtain for the Investor, at the Company's ’s expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 9 contracts

Samples: Drawdown Equity Financing Agreement (Aqualiv Technologies, Inc.), Drawdown Equity Financing Agreement (Aqualiv Technologies, Inc.), Drawdown Equity Financing Agreement (Exergetic Energy, Inc.)

Opinion of Counsel. The Company will obtain for the Investor, ------------------ at the Company's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 7 contracts

Samples: Credit Agreement (Forefront Inc), Equity Distribution Agreement (Roanoke Technology Corp), Credit Agreement (Forefront Inc)

Opinion of Counsel. The Company will obtain for the InvestorInvestors, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 3 contracts

Samples: Credit Agreement (Blagman Media International Inc), Blagman Media International Inc, Blagman Media International Inc

Opinion of Counsel. The Company will obtain obtain, subject to applicable securities laws, for the Investor, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Las Vegas Railway Express, Inc.), Securities Purchase Agreement (Genesis Electronics Group, Inc.)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to convert, exercise or sell the securities issuable hereunder without restrictionhereunder, including, but not limited to, obtaining for Investors, at the Company's expense an opinion of counsel, subject only to receipt of a Notice of Conversion, duly executed by the Investor which shall be satisfactory to the Transfer Agent, directing the Transfer Agent to remove the self-liquidating legend.

Appears in 2 contracts

Samples: Line of Credit Agreement (Cyco Net Inc), Line of Credit Agreement (Cyco Net Inc)

Opinion of Counsel. The Company will obtain for the -------------------- Investor, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Intrepid Technology & Resource Inc), Equity Distribution Agreement (Intrepid Technology & Resource Inc)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's expense, any and all opinions of counsel which may be reasonably required by the Company's transfer agent in order to sell the securities issuable hereunder without restriction.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Smartire Systems Inc), Equity Distribution Agreement (Smartire Systems Inc)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to convert, exercise or sell the securities issuable hereunder without restrictionhereunder, including, but not limited to, obtaining for Investors, at the Company's expense an opinion of counsel, subject only to receipt of a Notice of Conversion in the form of Exhibit F, duly executed by the Investor which shall be satisfactory to the Transfer Agent, directing the Transfer Agent to remove the self-liquidating legend.

Appears in 2 contracts

Samples: Line of Credit Agreement (Celerity Systems Inc), Line of Credit Agreement (Majestic Companies LTD)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's ’s expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction. Section 4.26.

Appears in 2 contracts

Samples: Equity Financing Agreement, Equity Distribution Agreement (Red Rock Pictures Holdings, Inc)

Opinion of Counsel. The Company will obtain for the Investor, at the CompanyInvestor's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 2 contracts

Samples: Periodic Equity Investment Agreement (Cereplast Inc), Equity Investment Agreement (Roaming Messenger Inc)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.restriction in the form attached hereto as Exhibit B.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Provectus Pharmaceuticals Inc), Equity Distribution Agreement (Provectus Pharmaceuticals Inc)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's expense, any and all permissible opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Competitive Technologies Inc)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to exercise or sell the securities issuable hereunder without restrictionhereunder, including, but not limited to, obtaining for Investors, at the Company's expense an opinion of counsel, subject only to receipt of a notice of exercise, duly executed by the Investor which shall be satisfactory to the Transfer Agent, directing the Transfer Agent to remove the self-liquidating legend.

Appears in 1 contract

Samples: Execution (Jagnotes Com)

Opinion of Counsel. The Company will obtain for the InvestorInvestors, ------------------- at the Company's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Credit Agreement (Medix Resources Inc)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's Investor’s expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Periodic Equity Investment Agreement (Cereplast Inc)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction. Section 4.26.

Appears in 1 contract

Samples: Credit Agreement Agreement

Opinion of Counsel. The Company will obtain shall have obtained for the Investor, at the Company's ’s expense, any and all the opinions of counsel which may be reasonably required by the Company’s transfer agent in order to sell the securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Equity Distribution Agreement (Elbit Vision Systems LTD)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's ’s expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction. (See Exhibit E attached hereto.)

Appears in 1 contract

Samples: Equity Purchase Agreement (Morgan Mining Corp)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's ’s expense, any and all opinions of counsel which may be reasonably required in order to sell (assuming proper prospectus delivery) the securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Equity Distribution Agreement (China Automotive Systems Inc)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restrictionrestriction concerning the validity of the issuance of shares of Common Stock under this Agreement.

Appears in 1 contract

Samples: Equity Distribution Agreement (Neogenomics Inc)

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Opinion of Counsel. The Company will obtain have obtained for the Investor, at the Company's ’s expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Equity Distribution Agreement (Wherify Wireless Inc)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's ’s expense, any and all opinions of counsel which may be reasonably required in order relating to the ability of the Issuer to sell the securities Securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Equity Distribution Agreement (VIASPACE Inc.)

Opinion of Counsel. The Company will use its best efforts to obtain for the Investor, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Equity Distribution Agreement (Roomlinx Inc)

Opinion of Counsel. The Company will obtain for the Investor, at ------------------- the Company's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Equity Distribution Agreement (Ns8 Corp)

Opinion of Counsel. The Company will obtain obtain, subject to applicable securities laws, for the Investor, at the Company's ’s expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction. If the Company can not or will not meet this obligation then the investor may provide an independent opinion and the transfer agent may solely rely upon it.

Appears in 1 contract

Samples: Securities Purchase Agreement (Skins Inc.)

Opinion of Counsel. The Company will obtain for the ------------------- Investor, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Exhibit 99 (Donobi Inc)

Opinion of Counsel. The Company will obtain for each of the InvestorInvestors, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to exercise or sell the securities issuable hereunder without restrictionhereunder.Such draft of opinion of counsel shall be received by the Investors on or before the Subscription Date.

Appears in 1 contract

Samples: Credit Agreement (Imaging Diagnostic Systems Inc /Fl/)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's ’s expense, any and all customary and reasonable opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Drawdown Equity Financing Agreement (Eagle Oil Holding Company, Inc.)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's ’s expense, any and all permissible opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Independent Film Development CORP)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to (assuming proper prospectus delivery) sell the securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Equity Distribution Agreement (Immune Response Corp)

Opinion of Counsel. The Company will obtain for the Investor, at ------------------ the Company's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction. Section 4.26.

Appears in 1 contract

Samples: Equity Distribution Agreement (Intrepid Technology & Resource Inc)

Opinion of Counsel. The Company will use commercially -------------------- reasonable efforts to obtain for the Investor, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Equity Distribution Agreement (Zann Corp)

Opinion of Counsel. The Company will use its commercially reasonable efforts to obtain for the Investor, at the Company's expense, any and all opinions of counsel which may be reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Equity Distribution Agreement (Canargo Energy Corp)

Opinion of Counsel. The Company will obtain for the Investor, at the Company's ’s expense, any and all opinions of counsel which may be he reasonably required in order to sell the securities issuable hereunder without restriction.

Appears in 1 contract

Samples: Equity Line of Credit Agreement (Cardinal Communications, Inc)

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