Common use of Company Counsel Legal Opinions Clause in Contracts

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jefferies as principal on a Settlement Date and within three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Jefferies the favorable opinions of Xxxxxxxx & Xxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to Jefferies and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jefferies a letter (a “Reliance Letter”) to the effect that Jefferies may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jefferies Rxxxxxx Jxxxx as principal on a Settlement Date and within three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Jefferies Rxxxxxx Jxxxx the favorable opinions of Xxxxxxxx Mxxxxxxx & Xxxxxxxx Fxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to Jefferies Rxxxxxx Jxxxx and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jefferies Rxxxxxx Jxxxx a letter (a “Reliance Letter”) to the effect that Jefferies may Rxxxxxx Jxxxx xxx rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jefferies Bxxxx as principal on a Settlement Date and within three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Jefferies Bxxxx the favorable opinions of Xxxxxxxx Mxxxxxxx & Xxxxxxxx Fxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to Jefferies Bxxxx and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jefferies Bxxxx a letter (a “Reliance Letter”) to the effect that Jefferies Bxxxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jefferies Jxxxxx as principal on a Settlement Date and within three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Jefferies Jxxxxx the favorable opinions of Xxxxxxxx Mxxxxxxx & Xxxxxxxx Fxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to Jefferies Jxxxxx and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jefferies Jxxxxx a letter (a “Reliance Letter”) to the effect that Jefferies Jxxxxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jefferies Xxxxxxx Xxxxx as principal on a Settlement Date Date, promptly and within in no event later than three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless Xxxxxxx Xxxxx agrees otherwise, the Company shall cause to be furnished to Jefferies the favorable Xxxxxxx Xxxxx written opinions of Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP and DLA Piper LLP (US) (collectively, “Company Counsel”), in form and substance reasonably or other counsel satisfactory to Jefferies and its counselXxxxxxx Xxxxx, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jefferies xxxxxxx Xxxxxxx Xxxxx with a letter (a “Reliance Letter”) to the effect that Jefferies Xxxxxxx Xxxxx may rely on a prior opinion delivered under this Section 7(p7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jefferies MLV as principal on a Settlement Date Date, promptly and within in no event later than three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E C for which no waiver is applicable, and the date of the Placement Notice if such Placement Notice is delivered during a period for which the waiver described in Section 7(n) was in effect, unless MLV agrees otherwise, the Company shall cause to be furnished to Jefferies the favorable MLV written opinions of Xxxxxxxx & Xxxxxxxx Andrews Kxxxx XXX xxx Hogan Lovxxxx US LLP (collectively, “Company Counsel”), in form and substance reasonably or other counsel satisfactory to Jefferies and its counselMLV, dated the date that the opinions are opinion is required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jefferies MLV with a letter (a “Reliance Letter”) to the effect that Jefferies MLV may rely on a prior opinion delivered under this Section 7(p7(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jefferies Cantor as principal on a Settlement Date and within three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Jefferies Cantor the favorable opinions of Xxxxxxxx & Xxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to Jefferies Cantor and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jefferies Cantor a letter (a “Reliance Letter”) to the effect that Jefferies Cantor may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to No later than the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jefferies as principal on a Settlement Date and within three Trading Days after second business day following each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicableDate, the Company shall cause to be furnished to Jefferies the favorable opinions Agents and the Forward Purchasers, dated as of Xxxxxxxx & Xxxxxxxx LLP (“Company Counsel”)such date and addressed to the Agents and the Forward Purchasers, in form and substance reasonably satisfactory to Jefferies the Agents, the written opinions of O’Melveny & Mxxxx LLP, Kxxxxxxx & Exxxx LLP and its counselDLA Piper LLP, dated outside counsels for the date that the opinions are required to be deliveredCompany, substantially similar as described in Sections 4(d), 4(e) and 4(f), respectively. In lieu of delivering such an opinion for dates subsequent to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to commencement of the Registration Statement and offering of the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any Shares under this Agreement such counsel may furnish to Jefferies a letter (the Agents and the Forward Purchasers with a “Reliance Letter”) reliance letter” to the effect that Jefferies the Agents and the Forward Purchasers may rely on a prior opinion delivered under this Section 7(p3(s) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at as of such Representation Datesubsequent date). The obligations of the Company under this Section 3(s) shall be deferred during any Suspension Period and shall recommence upon the termination of such Suspension Period.

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jefferies Xxxxx as principal on a Settlement Date and within three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Jefferies Xxxxx the favorable opinions of Xxxxxxxx & Xxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to Jefferies Xxxxx and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jefferies Xxxxx a letter (a “Reliance Letter”) to the effect that Jefferies Xxxxx may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

Company Counsel Legal Opinions. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement, each time Securities are delivered to Jefferies Stifel as principal on a Settlement Date and within three Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit E for which no waiver is applicable, the Company shall cause to be furnished to Jefferies Stifel the favorable opinions of Xxxxxxxx & Xxxxxxxx LLP (“Company Counsel”), in form and substance reasonably satisfactory to Jefferies Stifel and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the forms attached hereto as Exhibit D-1 and Exhibit D-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish to Jefferies Stifel a letter (a “Reliance Letter”) to the effect that Jefferies Stifel may rely on a prior opinion delivered under this Section 7(p) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).