Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 12 contracts
Samples: Common Stock and Warrant Purchase Agreement (Bond Laboratories, Inc.), Common Stock Purchase Agreement (Saflink Corp), Common Stock Purchase Agreement (Fibernet Telecom Group Inc\)
Opinion of Counsel. The Purchasers Such Purchaser shall have received an opinion of counsel to the Company, dated the date of such ClosingClosing Date, relating to the transactions contemplated by or referred to in this Agreement and the Investor Rights Agreement, substantially in the form of attached hereto as Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.E.
Appears in 7 contracts
Samples: Stock Purchase Agreement (Local Matters Inc.), Stock Purchase Agreement (Local Matters Inc.), Stock Purchase Agreement (Local Matters Inc.)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such the Closing, substantially in the form of Exhibit E H hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 7 contracts
Samples: Note Purchase Agreement (Urigen Pharmaceuticals, Inc.), Securities Purchase Agreement (Ambient Corp /Ny), Securities Purchase Agreement (Ambient Corp /Ny)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit E F hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 7 contracts
Samples: Note and Warrant Purchase Agreement (Efoodsafety Com Inc), Note and Warrant Purchase Agreement (Communication Intelligence Corp), Common Stock Purchase Agreement (Delcath Systems Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit E G hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 5 contracts
Samples: Note and Warrant Purchase Agreement (Eden Energy Corp), Common Stock and Warrant Purchase Agreement (Prescient Applied Intelligence, Inc.), Common Stock Purchase Agreement (Delcath Systems Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such the Closing, substantially in the form of Exhibit E I hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 4 contracts
Samples: Note and Warrant Purchase Agreement (Merchandise Creations, Inc.), Securities Purchase Agreement (Ambient Corp /Ny), Note and Warrant Purchase Agreement (Merchandise Creations, Inc.)
Opinion of Counsel. The Purchasers Purchaser shall have received an opinion of counsel to the Companyfor Seller, dated the date of such ClosingClosing Date, substantially in with respect to the form of matters set forth on Exhibit E attached hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 4 contracts
Samples: Asset Purchase Agreement (North Fork Bancorporation Inc), Asset Purchase and Sale Agreement (City National Bancshares Corp), Asset Purchase and Sale Agreement (City National Bancshares Corp)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such ClosingClosing Date, substantially in the form of Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 4 contracts
Samples: Warrant Purchase Agreement (Ants Software Inc), Securities Purchase Agreement (Genta Inc De/), Securities Purchase Agreement (Genta Inc De/)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit E D hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 4 contracts
Samples: Common Stock and Warrant Purchase Agreement (Echo Therapeutics, Inc.), Common Stock Purchase Agreement (Foldera, Inc), Subscription Agreement (Echo Therapeutics, Inc.)
Opinion of Counsel. The Purchasers At the Closing, the Purchaser shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially Company in the form of attached hereto as Exhibit E heretoD and such other opinions, with such exceptions certificates and limitations documents as the Purchaser or their counsel shall be reasonably acceptable to counsel require incident to the PurchasersClosing.
Appears in 3 contracts
Samples: Purchase Agreement (Atlas Pipeline Partners Lp), Purchase Agreement (Atlas Pipeline Partners Lp), Securities Purchase Agreement (Atlas Pipeline Partners Lp)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such each Closing, substantially in the form of Exhibit E I hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 3 contracts
Samples: Note and Warrant Purchase Agreement (Interlink Global Corp), Note and Warrant Purchase Agreement (Interlink Global Corp), Note and Warrant Purchase Agreement (In Touch Media Group, Inc.)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit E H hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 3 contracts
Samples: Note and Warrant Purchase Agreement (Verticalnet Inc), Note and Warrant Purchase Agreement (Apollo Resources International Inc), Note and Warrant Purchase Agreement (Apollo Resources International Inc)
Opinion of Counsel. The Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of such the Closing, substantially in the form of Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the PurchasersPurchaser.
Appears in 3 contracts
Samples: Debenture and Warrant Purchase Agreement (Electro Energy Inc), Securities Purchase Agreement (Ambient Corp /Ny), Debenture and Warrant Purchase Agreement (Electro Energy Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit E C hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement (Echo Therapeutics, Inc.), Stock Purchase Agreement (Apextalk Holdings Inc), Common Stock and Warrant Purchase Agreement (Echo Therapeutics, Inc.)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such each Closing, substantially in the form of Exhibit E H hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 3 contracts
Samples: Note and Warrant Purchase Agreement (Remote Dynamics Inc), Note and Warrant Purchase Agreement (Financialcontent Inc), Note and Warrant Purchase Agreement (Financialcontent Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such ClosingClosing Date, substantially in the form of Exhibit E C hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Medical Discoveries Inc), Securities Purchase Agreement (Syntax-Brillian Corp)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closingthe Closing Date, substantially in the form of Exhibit E J hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Genta Inc De/), Securities Purchase Agreement (Genta Inc De/)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such ClosingClosing Date, substantially in the form of Exhibit E G hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 2 contracts
Samples: Securities Purchase Agreement (NeoStem, Inc.), Securities Purchase Agreement (Elephant Talk Communications Corp)
Opinion of Counsel. The Purchasers Buyer shall have received from counsel to the Company an opinion of counsel counsel, dated as of the Closing Date and addressed to the Company, dated the date of such Closing, substantially Buyer in the form of annexed hereto as Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.E.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Danskin Inc), Securities Purchase Agreement (Danskin Investors LLC)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially Company in the applicable form of Exhibit E heretoattached hereto as EXHIBIT 4.2(e) and such other opinions, with such exceptions certificates and limitations documents as the Purchasers or their counsel shall be reasonably acceptable to counsel require incident to the Purchasersclosing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hybrid Networks Inc), Securities Purchase Agreement (Chromavision Medical Systems Inc)
Opinion of Counsel. The At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit E F hereto, with and such exceptions other certificates and limitations documents as the Purchasers or its counsel shall be reasonably acceptable require incident to counsel to the Purchaserssuch Closing.
Appears in 2 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Dolce Ventures, Inc), Convertible Preferred Stock Purchase Agreement (Dolce Ventures, Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such the Closing, substantially in the form of Exhibit E F hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Genta Inc De/), Note and Warrant Purchase Agreement (Intelligentias, Inc.)
Opinion of Counsel. The Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of such the Closing, substantially in the form of Exhibit E heretoannexed to the 2007 Purchase Agreement, with such exceptions and limitations as shall be reasonably acceptable to counsel to the PurchasersPurchaser.
Appears in 2 contracts
Samples: Debenture and Warrant Purchase Agreement (Electro Energy Inc), Warrant Purchase Agreement (Electro Energy Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such each Closing, substantially in the form of Exhibit E F hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Technoconcepts, Inc.), Note and Warrant Purchase Agreement (Technoconcepts, Inc.)
Opinion of Counsel. The Purchasers Each Purchaser shall have received an opinion of from counsel to for the Company, dated the date of such the Closing, addressed to the Purchasers, satisfactory in form and substance to the Purchasers and their special counsel and substantially in the form of attached as Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.E.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Eventures Group Inc), Securities Purchase Agreement (Eventures Group Inc)
Opinion of Counsel. The Purchasers At the Closing, the Purchaser shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially Company in the form of attached hereto as Exhibit E heretoC and such other opinions, with such exceptions certificates and limitations documents as the Purchaser or their counsel shall be reasonably acceptable to counsel require incident to the PurchasersClosing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Star Scientific Inc), Securities Purchase Agreement (Star Scientific Inc)
Opinion of Counsel. The Purchasers At the Closing, the Purchaser shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially Company in the form of attached hereto as Exhibit E heretoand such other opinions, with such exceptions certificates and limitations documents as the Purchaser or their counsel shall be reasonably acceptable to counsel require incident to the PurchasersClosing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Genesisintermedia Com Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date as of such Closing, substantially in the form of Exhibit E D hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Securities Purchase Agreement (Halozyme Therapeutics Inc)
Opinion of Counsel. The Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit E D hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the PurchasersPurchaser.
Appears in 1 contract
Opinion of Counsel. The Purchasers Company shall have received delivered to the Purchasers an opinion of counsel to the Company, addressed to the Purchasers and dated as of the date of such ClosingClosing Date, in substantially in the form of attached hereto as Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.E.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Surmodics Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit E B hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Keewatin Windpower Corp.)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closingthe Closing Date, substantially in the form of Exhibit E H hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Securities Purchase Agreement (La Jolla Pharmaceutical Co)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such ClosingClosing Date, substantially in the form of Exhibit E I hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit E J hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Silver Star Energy Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such the applicable Closing, substantially in the form of Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Glowpoint Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such the applicable Closing, substantially in the form of Exhibit E H hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Series a 1 Convertible Preferred Stock Purchase Agreement (Glowpoint Inc)
Opinion of Counsel. The At the Closing, the Purchasers shall have received an opinion of received, from counsel to for the Company, its opinion addressed to the Company and the Purchasers, dated as of the date of such Closing, Closing Date and substantially in the form of Exhibit E F attached hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Tanisys Technology Inc)
Opinion of Counsel. The Purchasers Each Purchaser shall have received an opinion of counsel to the Company, dated as of the date of such ClosingInitial Closing Date or Additional Closing Date, as the case may be substantially in the form of Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Stock Purchase Agreement (Build a Bear Workshop Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such the Closing, substantially in the form of Exhibit E D hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Securities Purchase Agreement (Neurobiological Technologies Inc /Ca/)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit E K hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Axm Pharma Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such ClosingClosing Date, substantially in the form of Exhibit E F hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Securities Purchase Agreement (Victory Electronic Cigarettes Corp)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such each Closing, substantially in the form of Exhibit E L hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Opinion of Counsel. The Purchasers Purchaser shall have received an opinion of counsel to the CompanyCompany reasonably satisfactory to Purchaser, dated as of the date of such ClosingClosing Date, substantially relating to the transactions contemplated by or referred to herein, in the form of attached hereto as Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.E.
Appears in 1 contract
Samples: Stock Purchase Agreement
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit EXHIBIT E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Practicexpert Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such the applicable Closing, substantially in the form of Exhibit E J hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Glowpoint Inc)
Opinion of Counsel. The Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit E D hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the PurchasersPurchaser.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Newport International Group Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company's General Counsel, dated the date of such ClosingClosing Date, substantially relating to the transactions contemplated by or referred to herein, in the form of attached hereto as Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.E.
Appears in 1 contract
Samples: Senior Note Purchase Agreement (Global Telesystems Group Inc)
Opinion of Counsel. The Purchasers shall have received an -------------------- opinion of counsel to the Company, dated the date of such the Closing, substantially in the form of Exhibit E G hereto, with such exceptions and limitations as shall --------- be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Charys Holding Co Inc)
Opinion of Counsel. The Purchasers shall have received an opinion one or more opinions of counsel to the Company, dated the date of such the Closing, substantially in the form of Exhibit E H hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Echo Therapeutics, Inc.)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such the Closing, substantially in the form of Exhibit E G hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Opinion of Counsel. The Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of such Closingthe applicable Closing Date, substantially in the form of Exhibit E N hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the PurchasersPurchaser.
Appears in 1 contract
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such the Closing, substantially in the form of Exhibit E K hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Duska Therapeutics, Inc.)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closingeach Closing Date, substantially in the form of Exhibit E F hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Opinion of Counsel. The Purchasers Purchaser shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the PurchasersPurchaser.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Nutrition 21 Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such each Closing, substantially in the form of Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Ortec International Inc)
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the General Counsel of the Company, dated the date of such the applicable Closing, substantially in the form of Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Opinion of Counsel. The Purchasers shall have received an opinion of counsel to the Company, dated the date of such Closing, substantially in the form of Exhibit E I hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Silver Star Energy Inc)
Opinion of Counsel. The Purchasers Purchaser shall have received an opinion of counsel to the CompanyCompany and DSR, dated the date of such Closingapplicable Closing Date, substantially in the form of Exhibit E J hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the PurchasersPurchaser.
Appears in 1 contract
Opinion of Counsel. The Purchasers shall have received an opinion one or more opinions of counsel to the Company, dated the date of such the Closing, substantially in the form of Exhibit E L hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchasers.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Valcent Products Inc.)
