Common use of Legal Counsel Opinions Clause in Contracts

Legal Counsel Opinions. Upon the request of the Buyer from to time to time (for no more than two requests per year), the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Warrant 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 and/or Warrant Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at its own cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time (for no more than two requests per year)time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the 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 resale sale of the Conversion Shares and/or Warrant 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 and/or Warrant Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided exemption. Should the requirements of such other applicable exemption are satisfied). In additionCompany’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at its own the Company’s cost) at any time secure its own another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time (for no more than two requests per year)time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Issuance Shares, the Warrant Shares and the Conversion Shares and/or Warrant 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 and/or Warrant Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In additionShould the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at its own the Company’s cost) at any time secure its own another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time (for no more than two requests per year)time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale sale of the Commitment Shares, Returnable Shares, and Conversion Shares and/or Warrant 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 and/or Warrant Shares are (as applicable)are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In additionShould the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at its own the Company’s cost) at any time secure its own another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time (for no more than two requests per year)time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Commitment Shares, Conversion Shares Shares, and/or Warrant Exercise 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, Conversion Shares Shares, and/or Warrant Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at its own the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time (for time, but in no event more than two requests per year)twice every twelve (12) months, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Warrant Exercise 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 and/or Warrant Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at its own cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time (for no more than two requests per year)time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s 's transfer agent and the Buyer a customary legal opinion letter of its counsel (the “"Legal Counsel Opinion”") to the effect that the resale of the Issuance Shares, the Additional Shares and the Conversion Shares and/or Warrant 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 Additional Shares and the Conversion Shares and/or Warrant Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In additionShould the Company's legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at its own the Company's cost) at any time secure its own another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “"shell company” " in connection with its obligations under this Agreement or otherwise.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time (for no more than two requests per year)time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “"Legal Counsel Opinion”") to the effect that the resale of the Issuance Shares, the Warrant Shares and the Conversion Shares and/or Warrant 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 and/or Warrant Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In additionShould the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at its own the Company’s cost) at any time secure its own another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.a. o.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time (for no more than two requests per year)time, the Company shall be responsible (at its costthe Buyer’s expense) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the a “Legal Counsel Opinion”) to the effect that the resale sale of the Returnable Shares, Commitment Shares, and Conversion Shares and/or Warrant 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 and/or Warrant Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In additionShould the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at its own costexpense) at any time secure its own another legal counsel to issue the a Legal Counsel Opinion, and the Company will reasonably instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

Legal Counsel Opinions. Upon the request of the Buyer Buyers from to time to time (for no more than two requests per year)time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer Buyers a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares Ordinary Shares, the Warrant and/or Warrant Shares by the Buyer Buyers or its affiliates, transferees, 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 and/or Warrant Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied); provided such legal counsel determines that such legal opinion is correct when provided. In addition, the Buyer Buyers may (at its own the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinionopinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.