Common use of Opinion of Counsel, Etc Clause in Contracts

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 18 contracts

Samples: Securities Purchase Agreement (Colombia Clean Power & Fuels, Inc), Convertible Preferred Stock Purchase Agreement (Edgewater Foods International, Inc.), Convertible Preferred Stock and Warrant Purchase Agreement (Trading Solutions Com Inc)

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Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in substantially the form of Exhibit G E hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 18 contracts

Samples: Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC), Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC), Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G F hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 13 contracts

Samples: Series D Convertible Preferred Stock Purchase Agreement (World Racing Group, Inc.), Series D Convertible Preferred Stock Purchase Agreement (Dirt Motor Sports, Inc.), Series D Convertible Preferred Stock Purchase Agreement (Dirt Motor Sports, Inc.)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G A hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 12 contracts

Samples: Common Stock Purchase Agreement (Rnethealth Com Inc), Common Stock Purchase Agreement (Globus Wireless LTD), Common Stock Purchase Agreement (Axys Pharmecueticals Inc)

Opinion of Counsel, Etc. At the Closing, the The Purchasers shall have received an opinion of counsel to the Company, dated the date of the ClosingClosing Date, substantially in the form of Exhibit G C hereto, and such other certificates and documents as the Purchasers or its their counsel shall reasonably require incident to the Closing.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Intrusion Inc), Securities Purchase Agreement (Axm Pharma Inc), Securities Purchase Agreement (Axm Pharma Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G H hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 7 contracts

Samples: Series a Convertible Preferred Stock Purchase Agreement (Advanced Growing Systems, Inc.), Convertible Preferred Stock Purchase Agreement (Edgewater Foods International, Inc.), Series a Convertible Preferred Stock Purchase Agreement (Advanced Growing Systems, Inc.)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G EXHIBIT C hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 7 contracts

Samples: Common Stock Purchase Agreement (McGlen Internet Group Inc), Common Stock Purchase Agreement (Aquis Communications Group Inc), Common Stock Purchase Agreement (McGlen Internet Group Inc)

Opinion of Counsel, Etc. At the Closing, the The Purchasers shall have received an opinion of counsel to the Company, dated the date of the ClosingClosing Date, in the form of Exhibit G C hereto, and such other certificates and documents as the Purchasers or its their counsel shall reasonably require incident to the Closing.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Medijane Holdings Inc.), Securities Purchase Agreement (ImmunoCellular Therapeutics, Ltd.), Securities Purchase Agreement (ImmunoCellular Therapeutics, Ltd.)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G F hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 6 contracts

Samples: Convertible Note Purchase Agreement (Armitec Inc), Convertible Preferred Stock Purchase Agreement (Wave Systems Corp), Convertible Note Purchase Agreement (Armitec Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G C hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 6 contracts

Samples: Common Stock Purchase Agreement (Nymox Pharmaceutical Corp), Common Stock Purchase Agreement (Talk Visual Corp), Common Stock Purchase Agreement (Nstor Technologies Inc)

Opinion of Counsel, Etc. At the each Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the such Closing.

Appears in 5 contracts

Samples: Convertible Preferred Stock Purchase Agreement (Edgewater Foods International, Inc.), Convertible Preferred Stock Purchase Agreement (International American Technologies, Inc.), Convertible Preferred Stock Purchase Agreement (International American Technologies, Inc.)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G D hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 5 contracts

Samples: Common Stock and Warrant Purchase Agreement (Xybernaut Corp), Common Stock and Warrant Purchase Agreement (Xybernaut Corp), Common Stock and Warrant Purchase Agreement (Xybernaut Corp)

Opinion of Counsel, Etc. At the each Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G F hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the such Closing.

Appears in 4 contracts

Samples: Series a Convertible Preferred Stock Purchase Agreement (Hienergy Technologies Inc), Series D Convertible Preferred Stock Purchase Agreement (Vialink Co), Series a Convertible Preferred Stock Purchase Agreement (Hienergy Technologies Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G A hereto, a secretary's certificate, dated the date of Closing, in the form of Exhibit B hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (Ribozyme Pharmaceuticals Inc), Common Stock Purchase Agreement (Cytogen Corp), Common Stock Purchase Agreement (Epix Medical Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have ------------------------- received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G F hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 4 contracts

Samples: Convertible Note Purchase Agreement (Amanda Co Inc), Convertible Note Purchase Agreement (Amanda Co Inc), Convertible Note Purchase Agreement (Amanda Co Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the ClosingClosing Date, in the form of Exhibit G A hereto, a secretary's certificate, dated the Closing Date, in the form of Exhibit B hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (Columbia Laboratories Inc), Common Stock Purchase Agreement (Igen International Inc /De), Common Stock Purchase Agreement (Columbia Laboratories Inc)

Opinion of Counsel, Etc. At the ClosingSubsequent Closing Date, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the ClosingSubsequent Closing Date, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Subsequent Closing.

Appears in 3 contracts

Samples: Series C Convertible Preferred Stock Purchase Agreement (Health Sciences Group Inc), Series C Convertible Preferred Stock Purchase Agreement (Health Sciences Group Inc), Note and Warrant Purchase Agreement (Eden Energy Corp)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G D hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 3 contracts

Samples: Common Stock and Warrant Purchase Agreement (Xybernaut Corp), Common Stock and Warrant Purchase Agreement (Xybernaut Corp), Common Stock and Warrant Purchase Agreement (Xybernaut Corp)

Opinion of Counsel, Etc. At the Closing, the The Purchasers shall have received an opinion of counsel to the Company, dated the date of the ClosingClosing Date, in the form of Exhibit G E hereto, and such other certificates and documents as the Purchasers or its their counsel shall reasonably require incident to the Closing.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Broadcast International Inc), Securities Purchase Agreement (Consolidated Energy Inc), Securities Purchase Agreement (Broadcast International Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G B hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Isis Pharmaceuticals Inc), Common Stock Purchase Agreement (Ariad Pharmaceuticals Inc), Common Stock Purchase Agreement (Isis Pharmaceuticals Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G F hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the such Closing.

Appears in 2 contracts

Samples: Convertible Preferred Stock Purchase Agreement (International American Technologies, Inc.), Series a Convertible Preferred Stock Purchase Agreement (Globus Wireless LTD)

Opinion of Counsel, Etc. At the ClosingSubsequent Closing Date, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the ClosingSubsequent Closing Date, in the form of Exhibit G H hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Subsequent Closing.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Apollo Resources International Inc), Note and Warrant Purchase Agreement (Apollo Resources International Inc)

Opinion of Counsel, Etc. At the Closing, the The Purchasers shall have received an opinion of counsel to the Company, dated the date of the ClosingClosing Date, in the form of Exhibit G D hereto, and such other certificates and documents as the Purchasers or its their counsel shall reasonably require incident to the Closing.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Nascent Wine Company, Inc.), Securities Purchase Agreement (Cardiotech International Inc)

Opinion of Counsel, Etc. At the each Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G F hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the each Closing.

Appears in 2 contracts

Samples: Series a Convertible Preferred Stock Purchase Agreement (Ortec International Inc), Series C Convertible Preferred Stock Purchase Agreement (Vycor Medical Inc)

Opinion of Counsel, Etc. At the each Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G heretoagreed to by counsel for the Company and counsel for the Placement Agent, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the such Closing.

Appears in 2 contracts

Samples: Subscription Agreement (Umami Sustainable Seafood Inc.), Subscription Agreement (Umami Sustainable Seafood Inc.)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G C hereto, and such other customary closing certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Cambex Corp), Common Stock Purchase Agreement (Ameriquest Technologies Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in substantially the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its their respective counsel shall reasonably require incident to the Closing.

Appears in 2 contracts

Samples: Series C Convertible Preferred Stock Purchase Agreement (Avicena Group, Inc.), Series a Convertible Preferred Stock Purchase Agreement (International Imaging Systems Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G A-1 and A-2 hereto, and such other certificates and documents as a closing certificate from the Purchasers or its counsel shall reasonably require incident to Company, dated the date of Closing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Usinternetworking Inc)

Opinion of Counsel, Etc. At the Closing, the The Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in substantially the form of Exhibit G hereto, F hereto and such other certificates and documents as the Purchasers or its their counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Series C Convertible Preferred Stock Purchase Agreement (Computer Motion Inc)

Opinion of Counsel, Etc. At the each Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated as of the date of the such Closing, in the form of Exhibit G D hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the such Closing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Flightserv Com)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G E hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Home Solutions of America Inc)

Opinion of Counsel, Etc. At the ClosingSubsequent Closing Date, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the ClosingSubsequent Closing Date, in the form of Exhibit G I hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Subsequent Closing.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Silver Star Energy Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have ----------------------- received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G hereto, F hereto and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the such Closing.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Vertel Corp)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G E hereto, and the such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Objectsoft Corp)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G J hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Series B Convertible Preferred Stock Purchase Agreement (Health Sciences Group Inc)

Opinion of Counsel, Etc. At the Closing, the The Purchasers shall have received an opinion of counsel to the Company, dated the date of the ClosingClosing Date, in the form of Exhibit G hereto, E hereto and such other certificates and documents as the Purchasers or its their counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Analytical Surveys Inc)

Opinion of Counsel, Etc. At the each Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G C hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the such Closing.

Appears in 1 contract

Samples: Series a Convertible Preferred Stock Purchase Agreement (Gulfstream International Group Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G A hereto, -16- and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Egghead Com Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G D hereto, and such other certificates and documents as the Purchasers or its their counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Fibernet Telecom Group Inc\)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G E hereto, and the such other legal opinions, certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Common Stock and Warrants Purchase Agreement (Alteon Inc /De)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in substantially the form of Exhibit G hereto, and such other certificates and documents as the Purchasers Purchaser or its their respective counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (China Bio Energy Holding Group Co., Ltd.)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, covering the matters addressed in the form of Exhibit G heretohereto with usual and customary assumptions, qualifications and exclusions, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Series C Convertible Preferred Stock Purchase Agreement (Cytomedix Inc)

Opinion of Counsel, Etc. At the Closing, the The Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G hereto, C hereto and such other certificates and documents as the Purchasers or its their counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Computer Motion Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the ClosingClosing Date, in the form of Exhibit G A hereto, a Secretary's Certificate, dated the Closing Date, in the form of Exhibit B hereto and such other certificates and documents as a Compliance Certificate, dated the Purchasers or its counsel shall reasonably require incident to Closing Date, in the Closingform of Exhibit C hereto.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Leap Wireless International Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall ------------------------ have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G hereto, F hereto and such other certificates and documents as the Purchasers or its their counsel shall reasonably require incident to the such Closing.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Speedcom Wireless Corp)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall ----------------------- have received an opinion opinions of counsel to the Company, dated the date of the ClosingClosing Date, in substantially the form of Exhibit G hereto, hereto and such other certificates and documents as the Purchasers or its their counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Series E Convertible Preferred Stock Purchase Agreement (Skylynx Communications Inc)

Opinion of Counsel, Etc. At the ClosingSubsequent Closing Date, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the ClosingSubsequent Closing Date, in the form of Exhibit G J hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Subsequent Closing.

Appears in 1 contract

Samples: Series B Convertible Preferred Stock Purchase Agreement (Health Sciences Group Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an the legal opinion of Xxxxxxxxxx & Xxxxx, LLP, legal counsel to the Company, dated the date of the Closing, in the form of Exhibit G C hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vertical Branding, Inc.)

Opinion of Counsel, Etc. At the each Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G E hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the such Closing.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Edgewater Foods International, Inc.)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, substantially in the form of Exhibit G A hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (DBS Industries Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of Closing, in a form reasonably acceptable to the Purchaser, a secretary's certificate, dated the date of Closing, in the form of Exhibit G A hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Aradigm Corp)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have ----------------------- received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G C hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Inchorus Com)

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Opinion of Counsel, Etc. At the ClosingSubsequent Closing Date, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the ClosingSubsequent Closing Date, in the form of Exhibit G O hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Subsequent Closing.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Quest Oil Corp)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G E hereto, and such other certificates and documents as the Purchasers or its their counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Ifs International Inc/De)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in substantially the form of Exhibit G F hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Series B Convertible Preferred Stock Purchase Agreement (Satcon Technology Corp)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G B hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closingsuch Purchaser deems necessary.

Appears in 1 contract

Samples: Stock Purchase Agreement (A B Watley Group Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G D hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Florida Gaming Corp)

Opinion of Counsel, Etc. At the Closing, the The Purchasers shall have received an opinion of Durham Xxxxx & Xxxxxxx P.C., counsel to the Company, dated the date of the Closing, in the form of Exhibit G E hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Series B Convertible Preferred Stock Purchase Agreement (Activecare, Inc.)

Opinion of Counsel, Etc. At the Closing, the Purchasers The Purchaser shall have received an opinion of counsel to the Company, dated the date of the ClosingClosing Date, in the form of Exhibit G C hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Avitar Inc /De/)

Opinion of Counsel, Etc. At the Closing, the Purchasers Each Purchaser shall have received an opinion of counsel to the Company, dated the date of the ClosingClosing Date, in the form of Exhibit G C hereto, and such other certificates and documents as the Purchasers such Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Path 1 Network Technologies Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, substantially in the form of Exhibit G C hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Series D Convertible Preferred Stock Purchase Agreement (Echo Therapeutics, Inc.)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G C hereto, and such other certificates Articles and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Mortgage Com Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date as of the ClosingClosing Date, in the form of Exhibit G F hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Flightserv Com)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G hereto, F hereto and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the such Closing.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Vertel Corp)

Opinion of Counsel, Etc. At the Closing, the The Purchasers shall have received an opinion of Durham Xxxxx & Xxxxxxx P.C., counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Series a Convertible Preferred Stock Purchase Agreement (Activecare, Inc.)

Opinion of Counsel, Etc. At the Closing, the The Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G hereto, E hereto and such other certificates and documents as the Purchasers or its their counsel shall reasonably require incident to the such Closing.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Medix Resources Inc)

Opinion of Counsel, Etc. At the each Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, substantially in the form of Exhibit G heretoJ hereto and reasonably acceptable to counsel to the Purchasers, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Systems Evolution Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in substantially the form of Exhibit G I hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Juma Technology Corp.)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G D hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Alliqua, Inc.)

Opinion of Counsel, Etc. At the Closing, the The Purchasers shall have received an opinion of counsel to the CompanyCompany and Parent, dated the date of the ClosingClosing Date, in the form of Exhibit G D hereto, and such other certificates and documents as the Purchasers or its their counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tatonka Oil & Gas, Inc.)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in substantially the form of Exhibit G H hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Series a Convertible Preferred Stock Purchase Agreement (United National Film Corp)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G hereto, F hereto and such other certificates and documents as the Purchasers or its their counsel shall reasonably require incident to the such Closing.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Speedcom Wireless Corp)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have --------------------------- received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G F hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Imaging Technologies Corp/Ca)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion one or more opinions of counsel to the Company, dated the date of the Closing, in the form of Exhibit G H hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (BPO Management Services)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G F hereto, and the such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Xybernaut Corp)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G A hereto, and such other certificates and documents as a closing certificate from the Purchasers or its counsel shall reasonably require incident to Company, dated the date of Closing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Usinternetworking Inc)

Opinion of Counsel, Etc. At the ClosingClosing Date, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the ClosingClosing Date, in the form of Exhibit G I hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (In Touch Media Group, Inc.)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall ----------------------- have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G F hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Series B Convertible Preferred Stock Purchase Agreement (Speedcom Wireless Corp)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in the form of Exhibit G F hereto, and the such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Common Stock and Warrants Purchase Agreement (Virtual Communities Inc/De/)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the such Closing, in substantially the form of Exhibit G D hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Xfone Inc.)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G A hereto, a secretary's certificate, dated the date of Closing, substantially in the form of Exhibit B hereto, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Biomarin Pharmaceutical Inc)

Opinion of Counsel, Etc. At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the such Closing, in substantially the form of Exhibit G H hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the such Closing.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Juma Technology Corp.)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in form and substance satisfactory to counsel to the form of Exhibit G heretoPurchaser, and such other certificates and documents as the Purchasers Purchaser or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Genelabs Technologies Inc /Ca)

Opinion of Counsel, Etc. At the Closing, the Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G A hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Resourcephoenix Com)

Opinion of Counsel, Etc. At the Closing, the The Purchasers shall have received -------------------------- an opinion of counsel to the Company, dated the date of the ClosingClosing Date, in the form of Exhibit G hereto, E hereto and such other certificates and documents as the Purchasers or its --------- their counsel shall reasonably require incident to the Closing.

Appears in 1 contract

Samples: Debenture and Warrant Purchase Agreement (Appiant Technologies Inc)

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