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

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 49 contracts

Samples: Placement Agency Agreement (Panbela Therapeutics, Inc.), Placement Agency Agreement (PSQ Holdings, Inc.), Placement Agency Agreement (Aptevo Therapeutics Inc.)

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Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 41 contracts

Samples: Placement Agency Agreement (Calidi Biotherapeutics, Inc.), Placement Agency Agreement (Calidi Biotherapeutics, Inc.), Placement Agency Agreement (GeoVax Labs, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 23 contracts

Samples: Placement Agency Agreement (Cellectar Biosciences, Inc.), Placement Agency Agreement (Cellectar Biosciences, Inc.), Placement Agency Agreement (AMEDICA Corp)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent and the favorable opinion of intellectual property legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 17 contracts

Samples: Placement Agency Agreement (Aptevo Therapeutics Inc.), Placement Agency Agreement (Revelation Biosciences, Inc.), Placement Agency Agreement (Revelation Biosciences, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US Sxxxxxxx & Worcester LLP, legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 7 contracts

Samples: Placement Agency Agreement (Wisa Technologies, Inc.), Placement Agency Agreement (Wisa Technologies, Inc.), Placement Agency Agreement (Wisa Technologies, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 6 contracts

Samples: Placement Agency Agreement (Vallon Pharmaceuticals, Inc.), Placement Agency Agreement (Jaguar Health, Inc.), Placement Agency Agreement (Jaguar Health, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US U.S. legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent and the favorable opinions of foreign legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 6 contracts

Samples: Placement Agency Agreement (OceanPal Inc.), Placement Agency Agreement (Zivo Bioscience, Inc.), Placement Agency Agreement (Top Ships Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date (i) the favorable opinion of US legal counsel to the Company, dated as of such the Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent, and (ii) the favorable opinion of intellectual property legal counsel to the Company, dated as of the Closing Date, including, without limitation, a negative assurance letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 6 contracts

Samples: Placement Agency Agreement (Ominto, Inc.), Placement Agency Agreement (Ominto, Inc.), Placement Agency Agreement (Z Trim Holdings, Inc)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such the Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 5 contracts

Samples: Placement Agency Agreement (Biolife Solutions Inc), Placement Agency Agreement (Biolife Solutions Inc), Placement Agency Agreement (Biolife Solutions Inc)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal MxXxxxxXxxxx LLP, counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 4 contracts

Samples: Placement Agency Agreement (Biofrontera Inc.), Placement Agency Agreement (Biofrontera Inc.), Placement Agency Agreement (Biofrontera Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such the Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 4 contracts

Samples: Placement Agency Agreement (Clearside Biomedical, Inc.), Placement Agency Agreement (Applied Dna Sciences Inc), Placement Agency Agreement (Applied Dna Sciences Inc)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 4 contracts

Samples: Placement Agency Agreement (Clene Inc.), Placement Agency Agreement (Smith Micro Software, Inc.), Placement Agency Agreement (Cyclacel Pharmaceuticals, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement AgentAgent to the Company.

Appears in 4 contracts

Samples: Placement Agency Agreement (Zomedica Pharmaceuticals Corp.), Placement Agency Agreement (Zomedica Pharmaceuticals Corp.), Placement Agency Agreement (Zomedica Pharmaceuticals Corp.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 4 contracts

Samples: Placement Agency Agreement (Tenax Therapeutics, Inc.), Placement Agency Agreement (Tenax Therapeutics, Inc.), Placement Agency Agreement (Tenax Therapeutics, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US Xxxxxxxx & Worcester LLP, legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 4 contracts

Samples: Placement Agency Agreement (Wisa Technologies, Inc.), Placement Agency Agreement (Wisa Technologies, Inc.), Placement Agency Agreement (Wisa Technologies, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date of the favorable Offering, and the Company shall cause to be delivered to the Placement Agent an opinion of US legal counsel to the CompanyCompany in customary form, dated as of such the Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 4 contracts

Samples: Placement Agency Agreement (Majesco Entertainment Co), Placement Agency Agreement (Kana Software Inc), Placement Agency Agreement (Wave Systems Corp)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent, and a negative assurance letter, addressed to the Placement Agent in form and substance satisfactory to the Placement Agent from special counsel to the Placement Agent.

Appears in 3 contracts

Samples: Placement Agency Agreement (ARCA Biopharma, Inc.), Placement Agency Agreement (Opexa Therapeutics, Inc.), Placement Agency Agreement (ARCA Biopharma, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the CompanyCompany Counsel, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 3 contracts

Samples: Placement Agency Agreement (Nxu, Inc.), Placement Agency Agreement (Atlis Motor Vehicles Inc), Placement Agency Agreement (Atlis Motor Vehicles Inc)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date Date: (i) the favorable opinion of US legal counsel to the Company, dated as of such the Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent, and (ii) the favorable opinion of intellectual property legal counsel to the Company, dated as of the Closing Date, including, without limitation, a negative assurance letter, addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 3 contracts

Samples: Placement Agency Agreement (Soligenix, Inc.), Placement Agency Agreement (Soligenix, Inc.), Placement Agency Agreement (Soligenix, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US Lxxxx Xxxxxxxx Xxxxxxxx & Sxxxx LLP, legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 3 contracts

Samples: Placement Agency Agreement (AmpliTech Group, Inc.), Placement Agency Agreement (AmpliTech Group, Inc.), Placement Agency Agreement (AmpliTech Group, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 3 contracts

Samples: Placement Agency Agreement (Real Goods Solar, Inc.), Placement Agency Agreement (Sino-Global Shipping America, Ltd.), Placement Agency Agreement (Real Goods Solar, Inc.)

Opinion of Counsel for the Company. The Such Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the such Placement Agent and in form and substance satisfactory to the Placement AgentAgents.

Appears in 3 contracts

Samples: Co Placement Agency Agreement (India Globalization Capital, Inc.), Co Placement Agency Agreement (India Globalization Capital, Inc.), Co Placement Agency Agreement (India Globalization Capital, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable legal opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 3 contracts

Samples: Placement Agency Agreement (Mainz Biomed N.V.), Placement Agency Agreement (CISO Global, Inc.), Placement Agency Agreement (AppTech Payments Corp.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 3 contracts

Samples: Placement Agency Agreement (Microbot Medical Inc.), Placement Agency Agreement (Response Genetics Inc), Placement Agency Agreement (Superconductor Technologies Inc)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 3 contracts

Samples: Placement Agency Agreement (Oxygen Biotherapeutics, Inc.), Placement Agency Agreement (Oxygen Biotherapeutics, Inc.), Placement Agency Agreement (Oxygen Biotherapeutics, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (Intelligent Bio Solutions Inc.), Placement Agency Agreement (Aytu Bioscience, Inc)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US U.S. legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent and the favorable opinions of foreign legal counsel to the Company addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (Painreform Ltd.), Placement Agency Agreement (Painreform Ltd.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (Nuvve Holding Corp.), Placement Agency Agreement (22nd Century Group, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US Sxxxxxxx & Worcester LLP, legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (Wisa Technologies, Inc.), Placement Agency Agreement (Wisa Technologies, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of Nxxxxx Xxxx Fxxxxxxxx Xxxx US legal LLP, counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (FibroBiologics, Inc.), Placement Agency Agreement (FibroBiologics, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (Hyzon Motors Inc.), Placement Agency Agreement (Citius Pharmaceuticals, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent and the favorable opinions of BVI legal counsel and PRC legal counsel to the Company, including, without limitation, a negative assurance letter from PRC counsel, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (China Ceramics Co., LTD), Placement Agency Agreement (China Ceramics Co., LTD)

Opinion of Counsel for the Company. The On the date hereof, the Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, including without limitation, limitation a negative assurance letter letter, addressed to the Placement Agent PV and in form and substance satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (HeartBeam, Inc.), Placement Agency Agreement (HeartBeam, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable legal opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (Intrusion Inc), Placement Agency Agreement (Intrusion Inc)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (reAlpha Tech Corp.), Placement Agency Agreement (reAlpha Tech Corp.)

Opinion of Counsel for the Company. The Placement Agent Agents shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and Agents, in form and substance reasonably satisfactory to the Placement AgentAgents.

Appears in 2 contracts

Samples: Placement Agency Agreement (Airship AI Holdings, Inc.), Placement Agency Agreement (Airship AI Holdings, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter Date addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (Palisade Bio, Inc.), Placement Agency Agreement (Coeptis Therapeutics Holdings, Inc.)

Opinion of Counsel for the Company. The On the Closing Date, the Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to in and covering the issuance of the Placement Agent and Securities in substantially the form and substance satisfactory delivered to the Placement AgentInvestor pursuant to Section 7(a)(ii) of the Securities Purchase Agreement.

Appears in 2 contracts

Samples: Placement Agency Agreement, Placement Agency Agreement (Longfin Corp)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US Xxxxxxxx LLP, legal counsel to the Company, dated as of such the Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (Nuwellis, Inc.), Placement Agency Agreement (Nuwellis, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (Converted Organics Inc.), Placement Agency Agreement (China Precision Steel, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (Immunic, Inc.), Placement Agency Agreement (Immunic, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (Organovo Holdings, Inc.), Placement Agency Agreement (Organovo Holdings, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such the Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent and the favorable opinions of intellectual property counsel to the Company, including, without limitation, negative assurance letters, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (Assertio Holdings, Inc.), Placement Agency Agreement (Assertio Holdings, Inc.)

Opinion of Counsel for the Company. The On each Closing Date and dated as of such date, the Placement Agent shall have received on each Closing Date the favorable legal opinion referred to in Section 2.2(a)(ii) of US legal counsel to the CompanySPA, dated as of such Closing Date, including, without limitation, and a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 2 contracts

Samples: Placement Agency Agreement (Cardium Therapeutics, Inc.), Placement Agency Agreement (Cardium Therapeutics, Inc.)

Opinion of Counsel for the Company. The On the Closing Date, the Placement Agent shall have received on each Closing Date the favorable written opinion and negative assurance letter of US legal Xxxxxx & Xxxxxxx LLP, counsel to the Company, dated as of such Closing Datedate, including, without limitation, a negative assurance letter addressed in form and substance reasonably satisfactory to the Placement Agent and in form and substance satisfactory to the Placement Agentits counsel.

Appears in 1 contract

Samples: Placement Agency Agreement (Galera Therapeutics, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (MultiSensor AI Holdings, Inc.)

Opinion of Counsel for the Company. The Placement Agent Agents shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent Agents and in customary form and substance satisfactory to the Placement AgentAgents.

Appears in 1 contract

Samples: Placement Agency Agreement (Vivos Therapeutics, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US Wxxxxx Xxxxxx & Wxxxxxxx LLP, U.S. and foreign legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (United Maritime Corp)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such the Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (BriaCell Therapeutics Corp.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the CompanyXxxxxxxx Xxxxxx (“Company Counsel”), dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Ontrak, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US U.S. legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Arcimoto Inc)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US Hxxxxxxx LLP, legal counsel to the Company, dated as of such the Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Nuwellis, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable legal opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (RenovoRx, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such the Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (International Stem Cell CORP)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US Ellenoff Xxxxxxxx & Schole LLP, legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Digital Social Retail, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion legal opinions of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Nautilus, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP, counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (MGO Global Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Propanc Biopharma, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US Xxxxxx Xxxxxx & Xxxxxxxx LLP, U.S. and foreign legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (United Maritime Corp)

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Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US Xxxxx Xxxxxx, legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Soligenix, Inc.)

Opinion of Counsel for the Company. The Placement Agent Agents shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and Agents, in form and substance reasonably satisfactory to Company Counsel and the Placement AgentAgents.

Appears in 1 contract

Samples: Placement Agency Agreement (Stryve Foods, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter Date addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Atossa Genetics Inc)

Opinion of Counsel for the Company. The Placement Agent Agents shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such the Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent Agents and in form and substance satisfactory to the Placement AgentAgents.

Appears in 1 contract

Samples: Placement Agency Agreement (InspireMD, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such the Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent to the Company, including, without limitation, a negative assurance letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Biocept Inc)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date and the favorable Company shall have caused to be delivered to the Placement Agent, an opinion of US legal counsel to the Company, in customary form, dated as of such each respective Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Collagenex Pharmaceuticals Inc)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of DLA Piper LLP, US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agent Agreement (Audioeye Inc)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel counsels to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Versus Systems Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent, which opinion shall include a “10b-5” representation from such counsel.

Appears in 1 contract

Samples: Placement Agency Agreement (Nephros Inc)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US Xxxxxxxx, Loop & Xxxxxxxx, LLP, legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Oragenics Inc)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP, counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (BullFrog AI Holdings, Inc.)

Opinion of Counsel for the Company. The At Closing Time, the Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement 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 of the Company and its subsidiaries and certificates of public officials.

Appears in 1 contract

Samples: Supplemental Agreement (Dataram Corp)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date (i) the favorable opinion of US legal counsel to the CompanyWxxxxxx Bxxxxxxx, LLP, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent and (ii) the favorable opinion of [ __________ ], intellectual property counsel to the Company, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Nexalin Technology, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such the Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in the form and substance satisfactory to the Placement Agent.attached hereto as Exhibit B.

Appears in 1 contract

Samples: Placement Agency Agreement (Wave Systems Corp)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (iPower Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Destination Xl Group, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US U.S. and Australian legal counsel to the Company, including a negative assurance letter, dated as of such Closing Date, including, without limitation, a negative assurance letter Date addressed to the Placement Agent and in form and substance reasonable satisfactory to the Placement AgentAgent and in accordance with the terms of the Purchase Agreement.

Appears in 1 contract

Samples: Placement Agency Agreement (Mobilicom LTD)

Opinion of Counsel for the Company. The On each Closing Date, the Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in form and substance satisfactory to heretofore approved by the Placement Agent. In rendering such opinion, counsel may rely, to the extent they deem such reliance proper, as to matters of fact upon certificates of officers of the Company and of government officials.

Appears in 1 contract

Samples: Placement Agency Agreement (Ekso Bionics Holdings, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Spherix Inc)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent to the Company, including, without limitation, a negative assurance letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Delcath Systems, Inc.)

Opinion of Counsel for the Company. The Placement Agent Agents shall have received on each the Closing Date the favorable opinion of US legal and intellectual property counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent Agents and in form and substance satisfactory to the Placement AgentAgents.

Appears in 1 contract

Samples: Placement Agency Agreement (Guardion Health Sciences, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable an opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Precipio, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent and the favorable opinions of intellectual property legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Emagin Corp)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the CompanyXxxxxxxx Xxxxxx (“Company Counsel”), dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent and the favorable opinion of intellectual property legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Ontrak, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion opinions of US United States legal counsel and Cayman Islands legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aptorum Group LTD)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the CompanyWxxxxxx Bxxxxxxx, LLP, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Nexalin Technology, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel and intellectual property counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Creative Medical Technology Holdings, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter Date addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (ARCA Biopharma, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such the Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Dataram Corp)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US Sichenzia Rxxx Xxxxxxx LLP, legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Quest Solution, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the CompanyCompany and Placement Agent, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Securities Purchase Agreement (Genetic Technologies LTD)

Opinion of Counsel for the Company. The Placement Agent Agents shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent Agents and in form and substance satisfactory to the Placement AgentAgents.

Appears in 1 contract

Samples: Placement Agency Agreement (Ohr Pharmaceutical Inc)

Opinion of Counsel for the Company. The Placement Agent Agents shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to Xxxxxxxxxx and the Placement Co-Agent and in form and substance satisfactory to the Placement AgentAgents.

Appears in 1 contract

Samples: Placement Agency Agreement (CNS Pharmaceuticals, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Closing Date the favorable opinion of US legal counsel to the Company, dated as of such the Closing Date, including, without limitation, a negative assurance letter letter, addressed to the Placement Agent in form and substance satisfactory to the Placement Agent, including, without limitation, a negative assurance letter, addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Netlist Inc)

Opinion of Counsel for the Company. The Placement Agent shall have received on each the Initial Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (iMedia Brands, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion and negative assurance letter of US legal Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP, counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Worksport LTD)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a one or more negative assurance letter letters, addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Galena Biopharma, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Danimer Scientific, Inc.)

Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent and the Investor(s) whose subscription are included in the Closing, and in form and substance satisfactory to the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Pershing Gold Corp.)

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