Common use of Opinion of Counsel for the Agent Clause in Contracts

Opinion of Counsel for the Agent. Prior to the commencement of the offering of Shares under this Agreement, the Agent shall have received the favorable written opinion and negative assurance letter of Xxxx Xxxxxxxx LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Appears in 1 contract

Samples: Equity Distribution Agreement (Inovio Pharmaceuticals, Inc.)

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Opinion of Counsel for the Agent. Prior to On the commencement date of the offering of Shares under this ATM Equity OfferingSM Sales Agreement, the Agent shall have received the favorable written opinion and negative assurance letter or opinions of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Moneygram International Inc)

Opinion of Counsel for the Agent. Prior to the commencement of the initial offering of any Shares under this Agreementhereunder, the Agent shall have received the favorable written opinion and negative assurance letter or opinions of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (REE Automotive Ltd.)

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Opinion of Counsel for the Agent. Prior to On the commencement date of the offering of Shares under this ATM Equity OfferingSM Sales Agreement, the Agent shall have received the favorable written opinion and negative assurance “10b-5” letter of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Agent, dated such date, with respect to such matters as the Agent may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agent. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

Appears in 1 contract

Samples: Sales Agreement (Cohen & Steers, Inc.)

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