Common use of Legal Counsel Opinions Clause in Contracts

Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at the Company’s cost) for promptly (within ten (10) business days from the Buyer’s request) supplying to the Company’s transfer agent and the requesting Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of Conversion Shares by the 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 Conversion Shares are not then registered under the 1933 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, the Buyer 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.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at the Company’s its cost) for promptly (within ten (10) business days from the Buyer’s request) supplying to the Company’s transfer agent and the requesting Buyer a customary legal opinion letter of, at the option of its Buyer, either (i) Buyer’s counsel or (ii) Company’s counsel (the “Legal Counsel Opinion”) to the effect that the sale of Conversion Shares by the 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 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, the Buyer 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.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at the Company’s cost) for promptly (within ten (10) business days from the Buyer’s request) supplying to the Company’s transfer agent and the requesting the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of Conversion Shares by the 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 Conversion Shares are not then registered under the 1933 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, the Buyer 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.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at the Company’s its cost) for promptly (within ten (10) business days from the Buyer’s request) supplying to the Company’s transfer agent and the requesting Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of Commitment Shares, Returnable Shares, and Conversion Shares Shares, by the 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 Commitment Shares, Returnable Shares, and Conversion Shares are (as applicable)are not then registered under the 1933 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, the Buyer 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.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at the CompanyBuyer’s costexpense) for promptly (within ten (10) business days from the Buyer’s request) supplying to the Company’s transfer agent and the requesting Buyer a customary legal opinion letter of its counsel (the a “Legal Counsel Opinion”) to the effect that the sale of Returnable Shares, Commitment Shares, and Conversion Shares by the 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 Returnable Shares, Commitment Shares, and Conversion Shares are not then registered under the 1933 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, the Buyer may (at the Company’s costits expense) secure another legal counsel to issue the a Legal Counsel Opinion, and the Company will reasonably instruct its transfer agent to accept such opinion.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at the Company’s its cost) for promptly (within ten (10) business days from the Buyer’s request) supplying to the Company’s transfer agent and the requesting Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of Returnable Shares, Commitment Shares, and Conversion Shares by the 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 Returnable Shares, Commitment Shares, and Conversion Shares are not then registered under the 1933 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, the Buyer 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.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at the Company’s its cost) for promptly (within ten (10) business days from the Buyer’s request) supplying to the Company’s transfer agent and the requesting Buyer a customary legal opinion letter of its counsel (the “"Legal Counsel Opinion”") to the effect that the sale resale of the Issuance Shares, the Warrant Shares and the Conversion Shares by the 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 Issuance Shares, the Warrant Shares and the Conversion Shares are not then registered under the 1933 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, the Buyer 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.. a. o.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at the Company’s its cost) for promptly (within ten (10) business days from the Buyer’s request) supplying to the Company’s transfer agent and the requesting Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of Conversion Shares or the Warrant Shares (assuming a cashless exercise of the Warrant) by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Securities Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares are not then registered under the 1933 Securities 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, the Buyer 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.