BROWN RUDNICK BERLACK ISRAELS LLP Sample Clauses

BROWN RUDNICK BERLACK ISRAELS LLP. The parties acknowledge thax Xxxxxxxx xx sexxxxx xn the board as an individual and not as a partner of Brown Rudnick Berlack Israels LLP. Director, as of the date hereof, xxxx xxx xxd will no longer provide legal representation to the Company. The Company confirms that it has been advised of the danger that the attorney-client privilege may not cover some communications, such as business advice. Specifically, N.Y. Op. 589 (1988) requires that a lawyer serving on the board of a client advise the client of the danger that the privilege may not cover some communications. The Company acknowledges and consents to Brown Rudnick Berlack Israels LLP and Director representing comxxxxxxxx xx xhe Xxxxxxy's industry, or clients who deal with those competitors. Director will not perform legal work for the Company, be involved in the billing of the Company or supervise others doing so. Director will recuse himself from Company or board deliberations concerning the selection of outside counsel and payment of fees to Brown Rudnick Berlack Israels LLP, litigation being handled by Xxxxx Xxxxxxx Berlack Israels LLP, disputes/matters dealing wixx xxxxx xxixxxx xx Brown Rudnick Berlack Israels LLP in connection with the Company. Xxx xxxxxxxx-client privilege does not extend to actions Director takes as a board member. If Director is asked to give legal advice during the board meeting, he should not give it, but seek the opinion of someone who does provide legal representation to the Company. Mr. McQuiston's Founder shares are less than 1% of the Company on x xxxxx xxxxxxx basis. Brown Rudnick Berlack Israels LLP has agreed that Mr. McQuiston may xxxxxxxx $00,000 of Common Stock pursuant to the xxxxxxx xxxxxment memorandum dated October 23, 2006.
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Related to BROWN RUDNICK BERLACK ISRAELS LLP

  • Company Counsel Legal Opinion Xxxxx shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Messrs Cope and Xxxxxxxxxx have shared voting and investment power over the shares being offered under the prospectus supplement filed with the SEC in connection with the transactions contemplated under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received: (i) the favorable opinion of Xxxxxx Xxxxxxxxxx LLP, counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxxx Xxxxxx law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Xxxxxxx Xxxxxxx (Cayman) LLP, Cayman Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel, Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation and validity of the Offered Securities and the Underlying Shares and (ii) the Company’s PRC counsel, Jiangsu Junjin law Firm, filed as Exhibit 8.1 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section.

  • Opinions of Company Counsel On the Commencement Date, the Investor shall have received the opinion and negative assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement.

  • Opinion of U.S. Counsel for the Company The Company shall have requested and caused Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and addressed to the Representative in form and substance acceptable to the Representative.

  • Opinion of Cayman Islands Counsel for the Company The Representatives shall have received an opinion of Xxxxxx and Calder (Hong Kong) LLP, Cayman Islands counsel for the Company, dated such Closing Date, as the case may be, in form and substance reasonably satisfactory to the Representatives.

  • Company Counsel Matters i. On the Closing Date, the Placement Agent shall have received the favorable opinion of Hxxxxx and Bxxxx, LLP, outside counsel for the Company counsel to the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement Agent.

  • Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Xxxxxx & Xxxxxxx LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).

  • Time and Attention Excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote substantially all of his attention and time during normal working hours to the business and affairs of the Company and its affiliates. It shall not be considered a violation of the foregoing, however, for the Executive to (i) serve on corporate, industry, educational, religious, civic, or charitable boards or committees or (ii) make and attend to passive personal investments in such form as will not require any material time or attention to the operations thereof during normal working time and will not violate the provisions of section 10 hereof, so long as such activities in clauses (i) and (ii) do not materially interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement or violate section 10 of this Agreement.

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