Common use of Accountant's Letter and Registration Opinion Clause in Contracts

Accountant's Letter and Registration Opinion. (a) The Company shall have caused to be delivered to the Investor, whenever required by Section 2.3.6(b) or by Section 2.5.3 (the "Registration Opinion Deadline"), an opinion of the Company's independent counsel in substantially the form of Exhibit J, the "Registration Opinion". If a Registration Opinion cannot be delivered by the Company's independent counsel to the Investor when requested due to the existence of Material Facts or an Ineffective Period, the Company shall promptly notify the Investor and as promptly as possible amend each of the Registration Statement and any Supplemental Registration Statements, as applicable, and any related prospectus or cause such Ineffective Period to terminate, as the case may be, and deliver such Registration Opinion and updated prospectus as soon as possible thereafter. If at any time after a Put Notice shall have been delivered to Investor but before the related Pricing Period End Date, the Company acquires knowledge of such Material Facts or any Ineffective Period occurs, the Company shall promptly notify the Investor and shall deliver a Put Cancellation Notice to the Investor pursuant to Section 2.3.11 by facsimile and overnight courier by the end of that Business Day.

Appears in 2 contracts

Samples: Investment Agreement (Texas Commercial Resources Inc), Investment Agreement (Texas Commercial Resources Inc)

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Accountant's Letter and Registration Opinion. (a) The Company shall have caused to be delivered to the Investor, whenever required by Section 2.3.6(b) or by Section 2.5.3 (the "Registration Opinion Deadline"), an opinion of the Company's independent counsel in substantially the form of Exhibit J, the "Registration Opinion". , If a Registration Opinion cannot be delivered by the Company's independent counsel to the Investor when requested due to the existence of Material Facts or an Ineffective Period, the Company shall promptly notify the Investor and as promptly as possible amend each of the Registration Statement and any Supplemental Registration Statements, as applicable, and any related prospectus or cause such Ineffective Period to terminate, as the case may be, and deliver such Registration Opinion and updated prospectus as soon as possible thereafter. If at any time after a Put Notice shall have been delivered to Investor but before the related Pricing Period End Date, the Company acquires knowledge of such Material Facts or any Ineffective Period occurs, the Company shall promptly notify the Investor and shall deliver a Put Cancellation Notice to the Investor pursuant to Section 2.3.11 by facsimile and overnight courier by the end of that Business Day.

Appears in 2 contracts

Samples: Investment Agreement (Cyber Law Reporter Inc), Investment Agreement (Cyber Law Reporter Inc)

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Accountant's Letter and Registration Opinion. (a) The Company shall have caused to be delivered to the Investor, (i) whenever required by Section 2.3.6(b) or by Section 2.5.3 (the "Registration Opinion Deadline"), an opinion of the Company's independent counsel in substantially the form of Exhibit JR. , the "Registration Opinion". If a Registration Opinion cannot be delivered by the Company's independent counsel to the Investor when requested due to the existence of Material Facts or an Ineffective Period, the Company shall promptly notify the Investor and as promptly as possible amend each of the Registration Statement and any Supplemental Registration Statements, as applicable, and any related prospectus or cause such Ineffective Period to terminate, as the case may be, and deliver such Registration Opinion and updated prospectus as soon as possible thereafter. If at any time after a Put Notice shall have been delivered to Investor but before the related Pricing Period End Date, the Company acquires knowledge of such Material Facts or any Ineffective Period occurs, the Company shall promptly notify the Investor and shall deliver a Put Cancellation Notice to the Investor pursuant to Section 2.3.11 by facsimile and overnight courier by the end of that Business Day.

Appears in 1 contract

Samples: Investment Agreement (A Time to Grow Inc)

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