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 Xxxxx Xxxxxxx LLP, 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 satisfactory to the Placement Agent and its counsel. Such counsel shall also have furnished to the Placement Agent a written statement (“Negative Assurances”), addressed to each 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 (MDRNA, Inc.), Placement Agency Agreement (MDRNA, Inc.)

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Opinions of Counsel to the Company. The Placement Agent shall have received from Xxxxx Xxxxxxx LLPFulbright & Xxxxxxxx L.L.P., counsel to the Company, such counsel’s '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 its their counsel. Such counsel to the Company shall also have furnished to the Placement Agent a written statement ("Negative Assurances"), addressed to each 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)

Opinions of Counsel to the Company. The Placement Agent shall have received from Xxxxx Xxxxxxx LLP, counsel to the Company, Company such counsel’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 counsel to the Placement Agent, and a written statement providing certain “10b-5” negative assurances, dated as of each Closing Date and addressed to the Placement Agent and its counsel. Such counsel shall also have furnished to the Placement Agent a written statement (“Negative Assurances”), addressed to each 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 Agents shall have received from Xxxxx Xxxxxxx Faegre & 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 Agents and their counsel. Such counsel to the Company shall also have furnished to the Placement Agents a written statement (“Negative Assurances”), addressed to the Placement Agents and dated the Closing Date, in form and substance satisfactory to the Placement Agent Agents and its counsel. Such counsel shall also have furnished to the Placement Agent a written statement (“Negative Assurances”), addressed to each 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: Placement Agency Agreement (Northern Oil & Gas, Inc.)

Opinions of Counsel to the Company. The Placement Agent shall have received from Xxxxx Xxxxxxx Xxxxxxxx & Worcester LLP, counsel to the Company, such counsel’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 its counsel. Such counsel to the Company shall also have furnished to the Placement Agent a written statement (“Negative Assurances”), addressed to each 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 shall have received from Xxxxx Xxxxxxx Seyfarth Xxxx LLP, 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 satisfactory to the Placement Agent Agents and its their counsel. Such counsel to the Company shall also have furnished to the Placement Agent Agents a written statement (“Negative Assurances”), addressed to 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 Agents shall have received from 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 Agents and their counsel. Such counsel to the Company shall also have furnished to the Placement Agents a written statement (“Negative Assurances”), addressed to the Placement Agents and dated the Closing Date, in form and substance satisfactory to the Placement Agent Agents and its counsel. Such counsel shall also have furnished to the Placement Agent a written statement (“Negative Assurances”), addressed to each 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: Placement Agency Agreement (Dakota Plains Holdings, Inc.)

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Opinions of Counsel to the Company. The Placement Agent shall have received from Xxxxx Xxxxxxx LLPXxxxxxxx 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 its their counsel. Such counsel to the Company shall also have furnished to the Placement Agent a written statement (“Negative Assurances”), addressed to each 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: Placement Agency Agreement (NXT-Id, Inc.)

Opinions of Counsel to the Company. The Placement Agent Agents shall have received from Xxxxx Xxxxxxx Xxxxxxxx & Xxxx LLP, 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 satisfactory to the Placement Agent Agents and its their counsel. Such counsel to the Company shall also have furnished to the Placement Agent Agents a written statement (“Negative Assurances”), addressed to 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. The Placement Agent Agents shall have received from Xxxxx Xxxxxxx LLPXxxxxxx, 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 satisfactory to the Placement Agent Agents and its their counsel. Such counsel to the Company shall also have furnished to the Placement Agent Agents a written statement ("Negative Assurances"), addressed to 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)

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