Common use of Opinion Clause in Contracts

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 28 contracts

Samples: Securities Purchase Agreement (Petrol Oil & Gas Inc), Securities Purchase Agreement (Powercold Corp), Securities Purchase Agreement (Magic Lantern Group Inc)

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Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Appears in 14 contracts

Samples: Securities Purchase Agreement (American Water Star Inc), Securities Purchase Agreement (Digital Fusion Inc/Nj/), Securities Purchase Agreement (Nestor Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's ’s external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 13 contracts

Samples: Securities Purchase Agreement (Apogee Technology Inc), Securities Purchase Agreement (Biodelivery Sciences International Inc), Securities Purchase Agreement (Acceris Communications Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external ’s legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Appears in 11 contracts

Samples: Securities Purchase Agreement (Electric City Corp), Securities Purchase Agreement (Electric City Corp), Securities Purchase Agreement (Equifin Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit D. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Notes and exercise of the WarrantWarrants.

Appears in 11 contracts

Samples: Securities Purchase Agreement (Infinite Group Inc), Securities Purchase Agreement (Infinite Group Inc), Securities Purchase Agreement (Advanced Optics Electronics Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's ’s external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrants.

Appears in 5 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (TRUEYOU.COM), Securities Purchase Agreement (Blast Energy Services, Inc.)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit D. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Data Systems & Software Inc), Securities Purchase Agreement (Path 1 Network Technologies Inc), Securities Purchase Agreement (Path 1 Network Technologies Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's ’s external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Micro Component Technology Inc), Securities Purchase Agreement (Iwt Tesoro Corp), Securities Purchase Agreement (Jmar Technologies Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external ’s in-house legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 4 contracts

Samples: Note Purchase Agreement (Biovest International Inc), Note Purchase Agreement (Biovest International Inc), Note Purchase Agreement (Biovest International Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's ’s external legal counselcounsel in the form of Exhibit C hereto. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 3 contracts

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

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit C. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Billserv Inc), Securities Purchase Agreement (Netguru Inc), Securities Purchase Agreement (Global Sports & Entertainment Inc/)

Opinion. On the Closing Date, the Company will deliver to the Purchaser Purchasers an opinion acceptable to the Purchaser Purchasers from the Company's ’s external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the any Purchaser (and acceptable to the such Purchaser) in connection with the conversion of the Note Term Notes and exercise of the WarrantWarrants.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Corgenix Medical Corp/Co), Securities Purchase Agreement (Corgenix Medical Corp/Co), Securities Purchase Agreement (Corgenix Medical Corp/Co)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Option and the Warrant.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Epixtar Corp), Securities Purchase Agreement (National Investment Managers Inc.), Securities Purchase Agreement (Fast Eddie Racing Stables Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrant and the Option.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Cci Group Inc), Securities Purchase Agreement (Comc Inc), Securities Purchase Agreement (AdAl Group Inc.)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and reasonably acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Elec Communications Corp), Securities Purchase Agreement (Elec Communications Corp), Securities Purchase Agreement (Axeda Systems Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion reasonably acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrant and the Option.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Creative Vistas Inc), Securities Purchase Agreement (Creative Vistas Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to in the Purchaser from the Company's external legal counsel. form attached hereto as Exhibit C. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Pipeline Data Inc), Securities Purchase Agreement (Front Porch Digital Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantOption.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Greenman Technologies Inc), Securities Purchase Agreement (Riviera Tool Co)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will use its best efforts to provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ventures National Inc), Securities Purchase Agreement (Ventures National Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrant and the transfer of the Warrant Shares under applicable securities law.

Appears in 2 contracts

Samples: Securities Purchase Agreement (RPM Technologies Inc), Securities Purchase Agreement (RPM Technologies Inc)

Opinion. On the Closing Date, the Company will deliver to the ------- Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions counsel in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion form of the Note and exercise of the WarrantExhibit B hereto.

Appears in 2 contracts

Samples: Securities Purchase Agreement (New Century Energy Corp.), Securities Purchase Agreement (New Century Energy Corp.)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit D. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Preferred Stock and exercise of the WarrantWarrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Bestnet Communications Corp), Securities Purchase Agreement (Bestnet Communications Corp)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion or opinions acceptable to the Purchaser from the Company's external ’s legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Numerex Corp /Pa/), Securities Purchase Agreement (Numerex Corp /Pa/)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 2 contracts

Samples: Note Purchase Agreement (Island Pacific Inc), Securities Purchase Agreement (AdAl Group Inc.)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit C. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Preferred Stock and exercise of the WarrantWarrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Implant Sciences Corp), Securities Purchase Agreement (Implant Sciences Corp)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to in the Purchaser from the Company's external legal counsel. form attached hereto as Exhibit C. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note Notes and exercise of the WarrantWarrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Bio Key International Inc), Securities Purchase Agreement (Bio Key International Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external ’s legal counsel. counsel in the form annexed hereto as Exhibit C. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Preferred Stock and exercise of the WarrantWarrants.

Appears in 1 contract

Samples: Securities Purchase Agreement (Implant Sciences Corp)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the issuance of Common Stock upon conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gvi Security Solutions Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion reasonably acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Catalyst Lighting Group Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's ’s external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note Series A Preferred and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vertical Health Solutions Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion reasonable acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Dyntek Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser Purchasers and Warrant Holders an opinion acceptable to the Purchaser Purchasers from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary necessary, as the case may be, by the Purchaser Purchasers and Warrant Holders (and acceptable to the PurchaserPurchasers and Warrant Holders) in connection with the conversion of the Note and exercise of the Option and the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Epixtar Corp)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit C. The Company will provide, at the Company's expense, such other legal opinions in the future as as, in the opinion of the Company's securities counsel, are deemed appropriate and permissible, and are reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Preferred Stock and exercise of the WarrantWarrants.

Appears in 1 contract

Samples: Securities Purchase Agreement (Socket Communications Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form attached hereto as Exhibit C. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the WarrantWarrant so long as the Company and its counsel receive reasonably requested representations from the selling Purchaser or holder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cardiogenesis Corp /Ca)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion as such opinions requested by and acceptable to the Purchaser from the Company's ’s external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Convertible Note and exercise of the Warranteither or both Warrants.

Appears in 1 contract

Samples: Securities Purchase Agreement (Modtech Holdings Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external ’s acceptable legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Coach Industries Group Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantOption.

Appears in 1 contract

Samples: Securities Purchase Agreement (Datalogic International Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion or opinions acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Numerex Corp /Pa/)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion or opinions acceptable to the Purchaser from the Company's external ’s legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Convertible Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Numerex Corp /Pa/)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external ’s legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Series A Preferred and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Innovative Companies Inc)

Opinion. On the Closing Date, the Company Companies will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's Companies’ external legal counsel. The Company Companies will provide, at the Company's Companies’ expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Digital Recorders Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable opinion, subject to the Purchaser Purchaser's reasonable acceptance, from the Company's ’s in-house or external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Applied Digital Solutions Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external and Guarantors' legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Penthouse International Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external ’s in-house legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Biovest International Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit B. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the WarrantNote.

Appears in 1 contract

Samples: Securities Purchase Agreement (Netguru Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note Series A Preferred and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Secured Digital Applications Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Preferred Stock and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Spacedev Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrants.

Appears in 1 contract

Samples: Subordinated Securities Purchase Agreement (TRUEYOU.COM)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion or opinions acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Certified Services Inc)

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Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion reasonably acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and reasonably acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant; provided that the Company and its counsel receive reasonably requested representations from the Purchaser.

Appears in 1 contract

Samples: Securities Purchase Agreement (AGU Entertainment Corp.)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Synergy Brands Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser Laurus from the Company's external legal counselXxxxxx, Xxxx & Xxxxxxx LLP. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bio Key International Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nestor Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable reasonablyacceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Locateplus Holdings Corp)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser in substantially the form set forth on Exhibit C from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantOption.

Appears in 1 contract

Samples: Securities Purchase Agreement (Island Pacific Inc)

Opinion. On the Closing Date, the Company will deliver to the ------- Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Elec Communications Corp)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser in substantially the form set forth on Exhibit C from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Island Pacific Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrants.

Appears in 1 contract

Samples: Securities Purchase Agreement (Epixtar Corp)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the WarrantNote.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nestor Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion reasonably acceptable to the Purchaser from the Company's ’s external legal counsel. , containing customary opinions, assumptions and exclusions, and substantially in the form attached hereto as Exhibit C. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant, containing customary opinions, assumptions and exclusions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Standard Management Corp)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrant and Option.

Appears in 1 contract

Samples: Securities Purchase Agreement (Windswept Environmental Group Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion reasonably acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and reasonably acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Fortune Diversified Industries Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser in substantially the form set forth on Exhibit D from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note Note, exercise of the Warrant and exercise of the WarrantOption.

Appears in 1 contract

Samples: Securities Purchase Agreement (Island Pacific Inc)

Opinion. On the Closing Date, the Company will deliver to the ------- Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrant or Option.

Appears in 1 contract

Samples: Securities Purchase Agreement (New Century Energy Corp.)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion reasonably acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit D. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Associated Automotive Group Inc)

Opinion. On the Closing Date, the Company will deliver to ------- the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sequiam Corp)

Opinion. On the Initial Closing Date and each subsequent Second Closing Date and Obligation Closing Date, the Company will deliver to the Purchaser Purchasers an opinion acceptable to the Purchaser Purchasers from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit F. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Notes and exercise of the WarrantWarrants.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Advanced Optics Electronics Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sequiam Corp)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion issuance of the Note and Common Stock upon exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gvi Security Solutions Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit D. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Notes and exercise of the WarrantOptions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vertex Interactive Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's ’s external legal counsel. The Company will use reasonable commercial efforts to provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrant and the Option.

Appears in 1 contract

Samples: Securities Purchase Agreement (Earthfirst Technologies Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external ’s legal counsel. counsel in the form annexed hereto as Exhibit C. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the WarrantPreferred Stock.

Appears in 1 contract

Samples: Securities Purchase Agreement (Implant Sciences Corp)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser substantially in the form of Exhibit C from the Company's ’s external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Axtive Corp)

Opinion. On the Closing Date, the Company will deliver to the Purchaser Purchasers an opinion acceptable to the Purchaser Purchasers from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit D. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Notes and exercise of the WarrantWarrants.

Appears in 1 contract

Samples: Securities Purchase Agreement (One Voice Technologies Inc)

Opinion. On the Closing Date, the each Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the such Company's external legal counselcounsel in the form of EXHIBIT C hereto. The Each Company will provide, at the each Company's joint and several expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the any Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pacific Energy Resources LTD)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable opinion, subject to the Purchaser Purchaser’s reasonable acceptance, from the Company's ’s in-house or external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion sale of the Note and exercise of the WarrantGrant Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Applied Digital Solutions Inc)

Opinion. On the Closing Date, the Company will deliver to the ------- Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant and the Parent Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Texhoma Energy Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser Laurus from the Company's external legal counselXxxxxx, Xxxx & Xxxxxxx LLP. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bio Key International Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note Notes and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Host America Corp)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion as such opinions requested by and acceptable to the Purchaser from the Company's ’s external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Modtech Holdings Inc)

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit C. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the WarrantNotes.

Appears in 1 contract

Samples: Securities Purchase Agreement (Versacom International Inc)

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