Common use of Opinions of Counsel to the Company Clause in Contracts

Opinions of Counsel to the Company. The Placement Agent shall have received from Fulbright & Xxxxxxxx L.L.P., counsel to the Company, such counsel's written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent and their counsel. Such counsel to the Company shall also have furnished to the Placement Agent a written statement ("Negative Assurances"), addressed to the Placement Agent and dated the Closing Date, in form and substance satisfactory to the Placement Agent and its counsel.

Appears in 2 contracts

Samples: Placement Agency Agreement (Magnum Hunter Resources Corp), Placement Agency Agreement (Magnum Hunter Resources Corp)

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Opinions of Counsel to the Company. The Placement Agent shall have received from Fulbright & Xxxxxxxx L.L.P., counsel to the Company, Company such counsel's ’s written opinion, addressed to the Placement Agent and the Investors Purchasers and dated the as of each Closing Date, in form and substance reasonably satisfactory to the Placement Agent and their counsel. Such counsel to the Company shall also have furnished to the Placement Agent Agent, and a written statement ("Negative Assurances")providing certain “10b-5” negative assurances, dated as of each Closing Date and addressed to the Placement Agent and dated the Closing DatePurchasers, in form and substance satisfactory to counsel to the Placement Agent and its counselAgent.

Appears in 1 contract

Samples: Placement Agency Agreement (DanDrit Biotech USA, Inc.)

Opinions of Counsel to the Company. The Placement Agent shall have received from Fulbright & Xxxxxxxx L.L.P.Seyfarth Xxxx LLP, counsel to the Company, such counsel's ’s written opinion, addressed to the Placement Agent Agents and the Investors and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent Agents and their counsel. Such counsel to the Company shall also have furnished to the Placement Agent Agents a written statement ("Negative Assurances"), addressed to the each Placement Agent and dated the Closing Date, in form and substance satisfactory to the Placement Agent Agents and its their counsel.

Appears in 1 contract

Samples: Placement Agency Agreement (BPZ Resources, Inc.)

Opinions of Counsel to the Company. The Placement Agent shall have received from Fulbright & Xxxxxxxx L.L.P.Xxxx, counsel to the Company, such counsel's counsels’ written opinionopinions, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent and their counsel. Such counsel to the Company shall also have furnished to the Placement Agent a written statement ("Negative Assurances"), addressed to the Placement Agent and dated the Closing Date, in form and substance satisfactory to the Placement Agent and its their counsel.

Appears in 1 contract

Samples: Securities Purchase Agreement (NXT-Id, Inc.)

Opinions of Counsel to the Company. The Placement Agent Agents shall have received from Fulbright Xxxxxxxx & Xxxxxxxx L.L.P.Xxxx LLP, counsel to the Company, such counsel's ’s written opinion, addressed to the Placement Agent Agents and the Investors and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent Agents and their counsel. Such counsel to the Company shall also have furnished to the Placement Agent Agents a written statement ("Negative Assurances"), addressed to the each Placement Agent and dated the Closing Date, in form and substance satisfactory to the Placement Agent Agents and its their counsel.

Appears in 1 contract

Samples: Placement Agency Agreement (Fuelcell Energy Inc)

Opinions of Counsel to the Company. (1) The Placement Agent shall have received from Fulbright Weycer, Kaplan, Pulaski & Xxxxxxxx L.L.P.Xxxxx, P.C., counsel to the Company, such counsel's ’s written opinion, addressed to the Placement Agent and the Investors and dated the each Closing Date, in form and substance reasonably satisfactory to the Placement Agent and their counselcounsel for the Placement Agent. Such counsel to the Company shall also have furnished to the Placement Agent a written statement ("Negative Assurances"), addressed to the Placement Agent and dated the each Closing Date, in form and substance satisfactory to the Placement Agent and its counselcounsel for the Placement Agent.

Appears in 1 contract

Samples: Placement Agency Agreement (Far East Energy Corp)

Opinions of Counsel to the Company. The Placement Agent Agents shall have received from Fulbright & General Counsel to the Company, and Pillsbury Xxxxxxxx L.L.P.Xxxx Xxxxxxx LLP, counsel to the Company, such counsel's counsels’ written opinionopinions, addressed to the Placement Agent Agents and the Investors and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent Agents and their counsel. Such counsel to the Company shall also have furnished to the Placement Agent Agents a written statement ("Negative Assurances"), addressed to the Placement Agent Agents and dated the Closing Date, in form and substance satisfactory to the Placement Agent Agents and its their counsel.

Appears in 1 contract

Samples: Placement Agency Agreement (Headwaters Inc)

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Opinions of Counsel to the Company. The Placement Agent Agents shall have received from Fulbright Faegre & Xxxxxxxx L.L.P.Xxxxxx LLP, counsel to the Company, such counsel's counsels’ written opinionopinions, addressed to the Placement Agent Agents and the Investors and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent Agents and their counsel. Such counsel to the Company shall also have furnished to the Placement Agent Agents a written statement ("Negative Assurances"), addressed to the Placement Agent Agents and dated the Closing Date, in form and substance satisfactory to the Placement Agent Agents and its their counsel.

Appears in 1 contract

Samples: Northern Oil & Gas, Inc.

Opinions of Counsel to the Company. The Placement Agent shall have received from Fulbright Xxxxxxxx & Xxxxxxxx L.L.P.Worcester LLP, counsel to the Company, such counsel's ’s written opinionopinions, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent and their its counsel. Such counsel to the Company shall also have furnished to the Placement Agent a written statement ("Negative Assurances"), addressed to the Placement Agent and dated the Closing Date, in form and substance satisfactory to the Placement Agent and its counsel.

Appears in 1 contract

Samples: Placement Agency Agreement (Accelerize Inc.)

Opinions of Counsel to the Company. The Placement Agent Agents shall have received from Fulbright & Xxxxxxxx L.L.P.Xxxxxxx Xxxxxxx, counsel to the Company, such counsel's written opinion, addressed to the Placement Agent Agents and the Investors and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent Agents and their counsel. Such counsel to the Company shall also have furnished to the Placement Agent Agents a written statement ("Negative Assurances"), addressed to the each Placement Agent and dated the Closing Date, in form and substance satisfactory to the Placement Agent Agents and its their counsel.

Appears in 1 contract

Samples: Placement Agency Agreement (Houston American Energy Corp)

Opinions of Counsel to the Company. The Placement Agent Agents shall have received from Fulbright & Xxxxxxxx L.L.P.Faegre Xxxxx Xxxxxxx LLP, counsel to the Company, such counsel's counsels’ written opinionopinions, addressed to the Placement Agent Agents and the Investors and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent Agents and their counsel. Such counsel to the Company shall also have furnished to the Placement Agent Agents a written statement ("Negative Assurances"), addressed to the Placement Agent Agents and dated the Closing Date, in form and substance satisfactory to the Placement Agent Agents and its their counsel.

Appears in 1 contract

Samples: Placement Agency Agreement (Dakota Plains Holdings, Inc.)

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