Common use of Opinions of Counsel; Bring-Down Clause in Contracts

Opinions of Counsel; Bring-Down. Subsequent to the filing of the Current Report pursuant to Section 1.4 and prior to the first Fixed Request Exercise Date, the Investor shall have received an opinion from outside counsel to the Company in the form mutually agreed to by the parties hereto. On each Settlement Date, the Investor shall have received an opinion “bring down” from outside counsel to the Company in the form mutually agreed to by the parties hereto.

Appears in 20 contracts

Samples: Common Stock Purchase Agreement (EnteroMedics Inc), Common Stock Purchase Agreement (Trius Therapeutics Inc), Common Stock Purchase Agreement (Alexza Pharmaceuticals Inc.)

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Opinions of Counsel; Bring-Down. Subsequent to the filing of the Current Report pursuant to Section 1.4 and prior to the first Fixed Request Exercise Notice Date, the Investor shall will have received an opinion from outside counsel to the Company in the form mutually agreed to by the parties hereto. On each Settlement Date, the Investor shall will have received an opinion “bring down” from outside counsel to the Company in the form mutually agreed to by the parties hereto.. ARTICLE VII

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Brazil Minerals, Inc.)

Opinions of Counsel; Bring-Down. Subsequent to the filing of the Current Report pursuant to Section 1.4 2.7 and prior to the first Fixed Request Exercise Put Date, the Investor shall have received an opinion from outside counsel to the Company in the form mutually agreed to by the parties hereto. On each Settlement Closing Date, the Investor shall have received an opinion “bring down” from outside counsel to the Company in the form mutually agreed to by the parties hereto.

Appears in 1 contract

Samples: Investment Agreement (Alphatec Holdings, Inc.)

Opinions of Counsel; Bring-Down. Subsequent to the filing of the Current Report pursuant to Section 1.4 and prior to the first Fixed Request Exercise Date, the Investor shall have received an opinion opinions from outside counsel to the Company in the form forms mutually agreed to by the parties hereto. On each Settlement Date, the Investor shall have received an opinion “bring downdowns” from outside counsel to the Company in the form forms mutually agreed to by the parties hereto.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Sulphco Inc)

Opinions of Counsel; Bring-Down. Subsequent to the filing of the Current Report pursuant to Section 1.4 and prior to the first Fixed Request Exercise Date, the Investor shall have received an opinion and a separate negative assurance letter from outside counsel to the Company in the form mutually agreed to by the parties of Exhibit F hereto. On each Settlement Date, the Investor shall have received an opinion “bring down” from outside counsel to the Company in the form mutually agreed to by the parties of Exhibit G hereto.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Pharmacyclics Inc)

Opinions of Counsel; Bring-Down. Subsequent to the filing of the Current Report pursuant to Section 1.4 and prior to the first Fixed Request Exercise Date, the Investor shall have received an opinion from either outside or in-house counsel to the Company in the form mutually agreed to by the parties hereto. On each Settlement Date, the Investor shall have received an opinion “bring down” from either outside or in-house counsel to the Company in the form mutually agreed to by the parties hereto.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Arena Pharmaceuticals Inc)

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Opinions of Counsel; Bring-Down. Subsequent to the filing of the Current Report pursuant to Section 1.4 and prior to the first Fixed Request Exercise Date, the Investor shall have received an opinion from outside counsel to the Company and, as appropriate, an opinion from in-house counsel to the Company, in each case in the form mutually agreed to by the parties hereto. On each Settlement Date, the Investor shall have received an opinion “bring down” from outside counsel to the Company and, as appropriate, from in-house counsel to the Company, in each case in the form mutually agreed to by the parties hereto.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Medis Technologies LTD)

Opinions of Counsel; Bring-Down. Subsequent to the filing of the Current Report pursuant to Section 1.4 and prior to the first Fixed Request Exercise Date, the Investor shall have received an opinion from outside counsel to the Company in the form mutually agreed to by the parties of Exhibit F hereto. On each Settlement Date, the Investor shall have received an opinion “bring down” from outside counsel to the Company in the form mutually agreed to by the parties of Exhibit G hereto.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Acusphere Inc)

Opinions of Counsel; Bring-Down. Subsequent to the filing of the Current Report pursuant to Section 1.4 and prior to the first Fixed Request Exercise Date, the Investor shall have received an opinion from outside counsel to the Company and, if applicable, in-house counsel to the Company, in the form forms mutually agreed to by the parties hereto. On each Settlement Date, the Investor shall have received an opinion “bring down” from outside counsel to the Company and, if applicable, in-house counsel to the Company, dated the applicable Settlement Date, in the form forms mutually agreed to by the parties hereto.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Microvision Inc)

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