Common use of Opinion of Counsel and Certificate Clause in Contracts

Opinion of Counsel and Certificate. Simultaneously with the execution and delivery of this Agreement, the Investor has received and relied upon (i) an opinion of outside counsel to the Company, dated the Effective Date, in the form mutually agreed to by the parties hereto, and (ii) a certificate from the Company, dated the Effective Date, in the form of Exhibit C hereto.

Appears in 13 contracts

Samples: Common Stock Purchase Agreement (Syntroleum Corp), Common Stock Purchase Agreement (Encysive Pharmaceuticals Inc), Common Stock Purchase Agreement (Solexa, Inc.)

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Opinion of Counsel and Certificate. Simultaneously with the execution and delivery of this Agreement, the Investor has received and relied upon (i) an opinion of outside counsel to the Company, dated the Effective Date, in the form mutually agreed to by the parties hereto, and (ii) a certificate from the Company, dated the Effective Date, in the form of Exhibit C hereto.

Appears in 9 contracts

Samples: Common Stock Purchase Agreement (Omeros Corp), Common Stock Purchase Agreement (Synta Pharmaceuticals Corp), Common Stock Purchase Agreement (Alexza Pharmaceuticals Inc.)

Opinion of Counsel and Certificate. Simultaneously with the execution and delivery of this Agreement, the Investor has received and relied upon (i) an opinion of outside counsel to the Company, dated the Effective Date, in the form mutually agreed to by the parties of Exhibit C hereto, and (ii) a certificate from the Company, dated the Effective Date, in the form of Exhibit C D hereto.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (Cv Therapeutics Inc), Common Stock Purchase Agreement (Nanogen Inc), Common Stock Purchase Agreement (Acusphere Inc)

Opinion of Counsel and Certificate. Simultaneously In connection with the execution and delivery of this Agreement, the Investor Purchaser has received and relied upon (i) an opinion of outside counsel to the Company, dated the Effective Date, in the form mutually agreed to by the parties of Exhibit C hereto, and (ii) a certificate from the Company, dated the Effective Date, in the form of Exhibit C D hereto.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (VRDT Corp), Common Stock Purchase Agreement (Cyclone Power Technologies Inc), Common Stock Purchase Agreement (Max Sound Corp)

Opinion of Counsel and Certificate. Simultaneously with the execution and delivery of this Agreement, the Investor has received and relied upon (i) an opinion of outside in-house counsel to the Company, dated the Effective Date, in the form mutually agreed to by the parties of Exhibit C hereto, and (ii) a certificate from the Company, dated the Effective Date, in the form of Exhibit C D hereto.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Corgentech Inc), Common Stock Purchase Agreement (Lexicon Genetics Inc/Tx)

Opinion of Counsel and Certificate. Simultaneously In connection with the execution and delivery of this Agreement, the Investor Purchaser has received and relied upon (i) an opinion of outside counsel to the Company, dated the Effective Date, in the form mutually agreed to by the parties of Exhibit A hereto, and (ii) a certificate from the Company, dated the Effective Date, in the form of Exhibit C B hereto.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Cv Therapeutics Inc)

Opinion of Counsel and Certificate. Simultaneously with the execution and delivery of this Agreement, the Investor has received and relied upon (i) an opinion of outside in-house counsel to the Company, dated the Effective Date, in the form mutually agreed to by the parties hereto, and (ii) a certificate from the Company, dated the Effective Date, in the form of Exhibit C hereto.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Arena Pharmaceuticals Inc)

Opinion of Counsel and Certificate. Simultaneously with the execution and delivery of this Agreement, the Investor has received and relied upon (i) an opinion of outside counsel to the Company, dated the Effective Datedate of this Agreement, in the form mutually agreed to by the parties hereto, and (ii) a certificate from the Company, dated the Effective Datedate of this Agreement, in the form of Exhibit C hereto.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Durect Corp)

Opinion of Counsel and Certificate. Simultaneously with the execution and delivery of this Agreement, the Investor has received and relied upon (i) an opinion of outside counsel to the Company, dated the Effective Date, in the form mutually agreed to by the parties hereto, and (ii) a certificate from the Company, dated the Effective Date, in the form of the Compliance Certificate attached as Exhibit C B hereto.

Appears in 1 contract

Samples: Investment Agreement (Alphatec Holdings, Inc.)

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Opinion of Counsel and Certificate. Simultaneously with the execution and delivery of this Agreement, the Investor has Investor’s counsel shall have received and relied upon (ia) an opinion of outside counsel to the Company, dated the Effective Date, in the form mutually agreed to by the parties hereto, hereto and (iib) a certificate from the Company, dated the Effective Date, in the form of Exhibit C hereto.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Syntroleum Corp)

Opinion of Counsel and Certificate. Simultaneously with the execution and delivery of this Agreement, the Investor has received and relied upon (i) an opinion opinions of outside counsel to the Company, dated the Effective Date, in the form forms mutually agreed to by the parties hereto, and (ii) a certificate from the Company, dated the Effective Date, in the form of Exhibit C hereto.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Sulphco Inc)

Opinion of Counsel and Certificate. Simultaneously with the execution and delivery of this Agreement, the Investor has received and relied upon (i) an opinion opinions of outside counsel to the Company, dated the Effective Date, in the form mutually agreed to by the parties hereto, and (ii) a certificate from the Company, dated the Effective Date, in the form of Exhibit C hereto.

Appears in 1 contract

Samples: Common Share Purchase Agreement (Xoma LTD /De/)

Opinion of Counsel and Certificate. Simultaneously with the execution and delivery of this Agreement, the Investor has received and relied upon (i) an opinion opinions of outside counsel to the Company and the Operating Partnership, dated the Effective Date, in the forms mutually agreed to by the parties hereto, (ii) a letter from outside counsel to the Company, dated the Effective Date, in authorizing the form mutually agreed Investor to rely on the opinion on tax matters delivered by such counsel as Exhibit 8.1 to the parties heretoRegistration Statement, and (iiiii) a certificate from the Company, dated the Effective Date, in the form of Exhibit C hereto.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Sun Communities Inc)

Opinion of Counsel and Certificate. Simultaneously with the execution and delivery of this Agreement, the Investor has received and relied upon (i) an opinion of outside counsel to the Company’s General Counsel, dated the Effective Date, in the form mutually agreed to by the parties of Exhibit C hereto, and (ii) a certificate from the Company, dated the Effective Date, in the form of Exhibit C D hereto.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Isis Pharmaceuticals Inc)

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