Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 114 contracts
Samples: Underwriting Agreement (Rising Dragon Acquisition Corp.), Underwriting Agreement (YHN Acquisition I LTD), Underwriting Agreement (YHN Acquisition I LTD)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 59 contracts
Samples: Underwriting Agreement (GigCapital2, Inc.), Underwriting Agreement (GigCapital2, Inc.), Underwriting Agreement (Schultze Special Purpose Acquisition Corp.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel counsels for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 42 contracts
Samples: Underwriting Agreement (Makara Strategic Acquisition Corp.), Underwriting Agreement (Relativity Acquisition Corp), Underwriting Agreement (Relativity Acquisition Corp)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 42 contracts
Samples: Agreement (Bellevue Life Sciences Acquisition Corp.), Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.), Underwriting Agreement (Hudson Acquisition I Corp.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeBM) of other counsel reasonably acceptable to the RepresentativeBM, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ ' counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 24 contracts
Samples: Warrant Agreement (Cea Acquisition Corp), Warrant Agreement (Cea Acquisition Corp), Underwriting Agreement (Terra Nova Acquisition CORP)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) of other counsel reasonably acceptable to the RepresentativeRepresentatives, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 24 contracts
Samples: Underwriting Agreement (GigCapital5, Inc.), Underwriting Agreement (GigCapital5, Inc.), Underwriting Agreement (GigCapital5, Inc.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 23 contracts
Samples: Services Agreement (RF Acquisition Corp.), Services Agreement (RF Acquisition Corp.), Underwriting Agreement (Legato Merger Corp. Ii)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeGM) of other counsel reasonably acceptable to the RepresentativeGM, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ ' counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 19 contracts
Samples: Underwriting Agreement (Trinity Partners Acquistion CO Inc.), Underwriting Agreement (Renaissance Acquisition Corp.), Underwriting Agreement (Taliera CORP)
Reliance. In rendering such opinionopinions, such counsel counsels may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems counsels deem proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel counsels for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 19 contracts
Samples: Underwriting Agreement (Tavia Acquisition Corp.), Underwriting Agreement (Cayson Acquisition Corp), Underwriting Agreement (Tavia Acquisition Corp.)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ ' counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 18 contracts
Samples: Underwriting Agreement (China Mineral Acquisition CORP), Underwriting Agreement (China Mineral Acquisition CORP), Underwriting Agreement (China Mineral Acquisition CORP)
Reliance. In rendering such opinionopinions, such counsel counsels may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel counsels for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 18 contracts
Samples: Underwriting Agreement (Distoken Acquisition Corp), Underwriting Agreement (European Sustainable Growth Acquisition Corp.), Underwriting Agreement (Americas Technology Acquisition Corp.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admittedadmitted (other than as to Delaware General Corporation Law), to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeGM) of other counsel reasonably acceptable to the RepresentativeGM, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 16 contracts
Samples: Underwriting Agreement (Global Services Partners Acquisition Corp.), Underwriting Agreement (Stoneleigh Partners Acquisition Corp.), Underwriting Agreement (Global Services Partners Acquisition Corp.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeGM) of other counsel reasonably acceptable to the RepresentativeGM, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 16 contracts
Samples: Underwriting Agreement (Capital Ten Acquisition Corp.), Underwriting Agreement (New Asia Partners China CORP), Underwriting Agreement (New Asia Partners China I Corp)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company referred to in Sections 4.2.1 above and any related Option Closing Date opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion written statement providing certain “10b-5” negative assurances delivered to the Underwriters.
Appears in 15 contracts
Samples: Underwriting Agreement (Avenue Therapeutics, Inc.), Underwriting Agreement (Avenue Therapeutics, Inc.), Underwriting Agreement (ECMOHO LTD)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company Issuer Counsel and any opinion relied upon by such counsel for the Company Issuer Counsel shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 13 contracts
Samples: Underwriting Agreement (Nuvectis Pharma, Inc.), Underwriting Agreement (Nuvectis Pharma, Inc.), Underwriting Agreement (Harbor Custom Development, Inc.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company Loeb & Loeb LLP and any opinion relied upon by such counsel for the Company Loeb & Loeb LLP shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 13 contracts
Samples: Underwriting Agreement (MAIA Biotechnology, Inc.), Underwriting Agreement (MAIA Biotechnology, Inc.), Underwriting Agreement (MAIA Biotechnology, Inc.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeLoeb) of other counsel reasonably acceptable to the RepresentativeLoeb, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ ' counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 11 contracts
Samples: Underwriting Agreement (InterAmerican Acquisition Group Inc), Underwriting Agreement (InterAmerican Acquisition Group Inc), Underwriting Agreement (Vector Intersect Security Acquisition Corp.)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company EGS and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 10 contracts
Samples: Underwriting Agreement (Growth Capital Acquisition Corp.), Underwriting Agreement (Growth Capital Acquisition Corp.), Underwriting Agreement (Blue Water Acquisition Corp.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeGT) of other counsel reasonably acceptable to the RepresentativeGT, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 10 contracts
Samples: Underwriting Agreement (Staccato Acquisition Corp.), Underwriting Agreement (Staccato Acquisition Corp.), Underwriting Agreement (Symphony Acquisition Corp.)
Reliance. In rendering such opinionopinions, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinionopinions, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeRepresentative and ML) of other counsel reasonably acceptable to the RepresentativeRepresentative and ML, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 9 contracts
Samples: Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeGT) of other counsel reasonably acceptable to the RepresentativeGT, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ ' counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 8 contracts
Samples: Underwriting Agreement (Jaguar Acquisition Corp.), Underwriting Agreement (Jaguar Acquisition Corp.), Underwriting Agreement (Jaguar Acquisition Corp.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion opinions of each counsel for the Company listed in Sections 4.2.1 through 4.2.3 and any opinion relied upon by any such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 8 contracts
Samples: Underwriting Agreement (Marpai, Inc.), Underwriting Agreement (Marpai, Inc.), Underwriting Agreement (Marpai, Inc.)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 7 contracts
Samples: Underwriting Agreement (Arowana Inc.), Underwriting Agreement (CB Pharma Acquisition Corp.), Underwriting Agreement (Arowana Inc.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Loeb if requested. The opinion opinions of counsel for the Company and any opinion opinions relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 7 contracts
Samples: Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (FlatWorld Acquisition Corp.), Underwriting Agreement (FlatWorld Acquisition Corp.)
Reliance. In rendering such opinionopinions, such counsel counsels may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company NMRS and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 7 contracts
Samples: Underwriting Agreement (Arogo Capital Acquisition Corp.), Underwriting Agreement (Arogo Capital Acquisition Corp.), Underwriting Agreement (Liberty Resources Acquisition Corp.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 7 contracts
Samples: Underwriting Agreement (Bayview Acquisition Corp), Underwriting Agreement (Bayview Acquisition Corp), Underwriting Agreement (Alphatime Acquisition Corp)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeXxxxxxx) of other counsel reasonably acceptable to the RepresentativeXxxxxxx, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 7 contracts
Samples: Underwriting Agreement (Oakmont Acquisition Corp.), Underwriting Agreement (Oakmont Acquisition Corp.), Underwriting Agreement (Oakmont Acquisition Corp.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company Issuer’s Counsel and any opinion relied upon by such counsel for the Company Issuer’s Counsel shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 6 contracts
Samples: Underwriting Agreement (1847 Goedeker Inc.), Underwriting Agreement (1847 Goedeker Inc.), Underwriting Agreement (1847 Goedeker Inc.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeUnderwriter) of other counsel reasonably acceptable to the RepresentativeUnderwriter, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Underwriter’s Counsel if requested. The opinion of counsel for the Company referred to in Sections 4.2.1 above and any related Option Closing Date opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Underwriter’s Counsel in its opinion written statement providing certain “10b-5” negative assurances delivered to the UnderwritersUnderwriter.
Appears in 6 contracts
Samples: Underwriting Agreement (Nuvve Holding Corp.), Underwriting Agreement (Bynd Cannasoft Enterprises Inc.), Underwriting Agreement (GlucoTrack, Inc.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company K&L Gates LLP and any opinion relied upon by such counsel for the Company K&L Gates LLP shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 6 contracts
Samples: Underwriting Agreement (FlexShopper, Inc.), Underwriting Agreement (FlexShopper, Inc.), Underwriting Agreement (Intellicheck Mobilisa, Inc.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeXxxxxxx) of other counsel reasonably acceptable to the RepresentativeXxxxxxx, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Xxxxxxx if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 6 contracts
Samples: Underwriting Agreement (Shine Media Acquisition Corp.), Underwriting Agreement (MDC Acquisition Partners, Inc.), Underwriting Agreement (Shine Media Acquisition Corp.)
Reliance. In rendering such opinionopinions, such counsel counsels may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel for the Company Loeb and Ogier and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 6 contracts
Samples: Underwriting Agreement (SPAC II Acquisition Corp.), Underwriting Agreement (Blue Safari Group Acquisition Corp), Underwriting Agreement (Blue Safari Group Acquisition Corp)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company Loeb and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 5 contracts
Samples: Warrant Agreement (American Acquisition Opportunity Inc.), Warrant Agreement (Goldenstone Acquisition Ltd.), Warrant Agreement (Goldenstone Acquisition Ltd.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeU&H) of other counsel reasonably acceptable to the RepresentativeU&H, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 5 contracts
Samples: Underwriting Agreement (2020 ChinaCap Acquirco, Inc.), Underwriting Agreement (2020 ChinaCap Acquirco, Inc.), Underwriting Agreement (2020 ChinaCap Acquirco, Inc.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company Xxxxxxx PLLC and any opinion relied upon by such counsel for the Company Xxxxxxx PLLC shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 5 contracts
Samples: Underwriting Agreement (Ipsidy Inc.), Underwriting Agreement (Ipsidy Inc.), Underwriting Agreement (FreeCast, Inc.)
Reliance. In rendering such opinionopinions, such counsel may relyrely without limitation: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeUnderwriter) of other counsel reasonably acceptable to the RepresentativeUnderwriter, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Underwriter’s Counsel if requested. The opinion of counsel for the Company referred to in Sections 4.2.1 above and any related Option Closing Date opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Underwriter’s Counsel in its opinion written statement providing certain “10b-5” negative assurances delivered to the UnderwritersUnderwriter.
Appears in 5 contracts
Samples: Underwriting Agreement (Applied UV, Inc.), Underwriting Agreement (Applied UV, Inc.), Underwriting Agreement (Applied UV, Inc.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeGreenberg) of other counsel reasonably acceptable to the RepresentativeGreenberg, familiar with the familixx xxxx xhe applicable laws; , and (ii) as to matters of factox xxxx, to xo the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ ' counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 5 contracts
Samples: Underwriting Agreement (Stone Arcade Acquisition CORP), Underwriting Agreement (Stone Arcade Acquisition CORP), Underwriting Agreement (Stone Arcade Acquisition CORP)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company Xxxxx and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 5 contracts
Samples: Underwriting Agreement (OceanTech Acquisitions I Corp.), Underwriting Agreement (OceanTech Acquisitions I Corp.), Underwriting Agreement (OceanTech Acquisitions I Corp.)
Reliance. In rendering such opinionopinions, such counsel counsels may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel for the Company Lxxx and Oxxxx and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 5 contracts
Samples: Underwriting Agreement (ASPAC III Acquisition Corp.), Underwriting Agreement (SPAC III Acquisition Corp.), Underwriting Agreement (SPAC III Acquisition Corp.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeKramer) of other counsel reasonably acceptable to the RepresentativeKramer, familiar with familiax xxxx the applicable laws; , and (ii) as to matters of factxxct, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ ' counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 5 contracts
Samples: Underwriting Agreement (Asia Automotive Acquisition Corp.), Underwriting Agreement (Asia Automotive Acquisition Corp.), Underwriting Agreement (Asia Automotive Acquisition Corp.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company Xxxxx Xxxxxxx LLP and any opinion relied upon by such counsel for the Company Xxxxx Xxxxxxx LLP shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 5 contracts
Samples: Underwriting Agreement (LMP Automotive Holdings, Inc.), Underwriting Agreement (LMP Automotive Holdings, Inc.), Underwriting Agreement (LMP Automotive Holdings, Inc.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeRepresentatives ) of other counsel reasonably acceptable to the RepresentativeRepresentatives , familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 5 contracts
Samples: Underwriting Agreement (Petra Acquisition Inc.), Underwriting Agreement (Petra Acquisition Inc.), Underwriting Agreement (Petra Acquisition Inc.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeXxXxxxxxx) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 5 contracts
Samples: Underwriting Agreement (International Brands Management Group LTD), Underwriting Agreement (International Brands Management Group LTD), Underwriting Agreement (International Brands Management Group LTD)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company Loeb and Forbes and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (8i Acquisition 2 Corp.), Underwriting Agreement (8i Acquisition 2 Corp.), Underwriting Agreement (Goldenbridge Acquisition LTD)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeEGS) of other counsel reasonably acceptable to the RepresentativeEGS, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ ' counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (ChinaGrowth North Acquisition CORP), Underwriting Agreement (ChinaGrowth South Acquisition CORP), Underwriting Agreement (ChinaGrowth North Acquisition CORP)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeGM) of other counsel reasonably acceptable to the RepresentativeGM, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ ' counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (Millstream Acquisition Corp), Underwriting Agreement (Millstream Acquisition Corp), Underwriting Agreement (Millstream Acquisition Corp)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.. EarlyBirdCapital, Inc. ____________, 2012
Appears in 4 contracts
Samples: Underwriting Agreement (Andina Acquisition Corp), Underwriting Agreement (Andina Acquisition Corp), Underwriting Agreement (Andina Acquisition Corp)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company Counsel and any opinion relied upon by such counsel for the Company Counsel shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (DERMAdoctor, Inc.), Underwriting Agreement (DERMAdoctor, LLC), Underwriting Agreement (Ceres, Inc.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeLoeb) of other counsel reasonably acceptable to the RepresentativeGM, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (Nagao Group Holdings LTD), Underwriting Agreement (Spring Creek Acquisition Corp.), Underwriting Agreement (Spring Creek Acquisition Corp.)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company Loeb and Ogier and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (Kairous Acquisition Corp. LTD), Underwriting Agreement (Kairous Acquisition Corp. LTD), Underwriting Agreement (Kairous Acquisition Corp. LTD)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company Xxxxxxx Xxxxx LLP and any opinion relied upon by such counsel for the Company Xxxxxxx Xxxxx LLP shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (AspenBio Pharma, Inc.), Underwriting Agreement (AspenBio Pharma, Inc.), Underwriting Agreement (AspenBio Pharma, Inc.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeLoeb) of other counsel reasonably acceptable to the RepresentativeLoeb, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (China Discovery Acquisition Corp.), Underwriting Agreement (China Discovery Acquisition Corp.), Underwriting Agreement (China Discovery Acquisition Corp.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company Akerman LLP and any opinion relied upon by such counsel for the Company Akerman LLP shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (Rennova Health, Inc.), Underwriting Agreement (Rennova Health, Inc.), Underwriting Agreement (Rennova Health, Inc.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company Fxxxxxx PLLC and any opinion relied upon by such counsel for the Company Fxxxxxx PLLC shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (Muscle Maker, Inc.), Underwriting Agreement (Muscle Maker, Inc.), Underwriting Agreement (Muscle Maker, Inc.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeKxxxxx Lxxxx) of other counsel reasonably acceptable to the RepresentativeKxxxxx Lxxxx, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (TM Entertainment & Media, Inc.), Underwriting Agreement (TM Entertainment & Media, Inc.), Underwriting Agreement (TM Entertainment & Media, Inc.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeF&L) of other counsel reasonably acceptable to the RepresentativeF&L, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ ' counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (DG Acquisition Corp.), Underwriting Agreement (Ithaka Acquisition Corp), Underwriting Agreement (Ithaka Acquisition Corp)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeMxXxxxxxx) of other counsel reasonably acceptable to the RepresentativeMxXxxxxxx, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (57th Street General Acquisition Corp), Underwriting Agreement (57th Street General Acquisition Corp), Underwriting Agreement (Camden Learning CORP)
Reliance. In rendering such opinionopinion letter and negative assurance statement, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative’s Counsel if requested. The opinion of counsel for the Company opinions described in Section 4.2.1 and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (EVmo, Inc.), Underwriting Agreement (EVmo, Inc.), Underwriting Agreement (EVmo, Inc.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeMZRL) of other counsel reasonably acceptable to the RepresentativeMZRL, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ Representative’s counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative in its opinion delivered to the UnderwritersRepresentative.
Appears in 4 contracts
Samples: Underwriting Agreement (Argyle Security Acquisition CORP), Underwriting Agreement (Argyle Security Acquisition CORP), Underwriting Agreement (Argyle Security Acquisition CORP)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeXxxxxx Xxxxx) of other counsel reasonably acceptable to the RepresentativeXxxxxx Xxxxx, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (Arcade Acquisition Corp.), Underwriting Agreement (Arcade Acquisition Corp.), Underwriting Agreement (Arcade Acquisition Corp.)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, ; provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company Xxxxxx & Xxxxxx LLP and any opinion relied upon by such counsel for the Company Xxxxxx & Xxxxxx LLP shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (Pyxis Tankers Inc.), Underwriting Agreement (Pyxis Tankers Inc.), Underwriting Agreement (Pyxis Tankers Inc.)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative’s Counsel if requested. The opinion of counsel for the Company Xxxxxx & Bird LLP and any opinion relied upon by such counsel for the Company Xxxxxx & Bird LLP shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative’s Counsel in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (Stemline Therapeutics Inc), Underwriting Agreement (Tg Therapeutics, Inc.), Underwriting Agreement (Stemline Therapeutics Inc)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are it is admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem it deems proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company opinions referred to in Sections 4.2.1 and 4.2.2 above and any related Option Closing Date opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (Manhattan Bridge Capital, Inc), Underwriting Agreement (Manhattan Bridge Capital, Inc), Underwriting Agreement (Manhattan Bridge Capital, Inc)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) of other counsel reasonably acceptable to the RepresentativeRepresentatives, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (Lifesci Acquisition II Corp.), Underwriting Agreement (Lifesci Acquisition II Corp.), Underwriting Agreement (LifeSci Acquisition III Corp.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeUnderwriters) of other counsel reasonably acceptable to the RepresentativeUnderwriters, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ ' counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeDLA) of other counsel reasonably acceptable to the RepresentativeDLA, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (Stone Tan China Acquisition Corp.), Underwriting Agreement (Stone Tan China Acquisition Corp.), Underwriting Agreement (Stone Tan China Acquisition Corp.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeXxxxxx) of other counsel reasonably acceptable to the RepresentativeXxxxxx, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Xxxxxx if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Highbury Financial Inc), Underwriting Agreement (Highbury Financial Inc), Underwriting Agreement (Highbury Financial Inc)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company Xxxx & Xxxx LLP and any opinion relied upon by such counsel for the Company Xxxx & Xxxx LLP shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (MAIA Biotechnology, Inc.), Underwriting Agreement (MAIA Biotechnology, Inc.), Underwriting Agreement (Biovie Inc.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company Xxxxxxxxxx and any opinion relied upon by such counsel for the Company Xxxxxxxxxx shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Kips Bay Medical, Inc.), Underwriting Agreement (Kips Bay Medical, Inc.), Underwriting Agreement (Kips Bay Medical, Inc.)
Reliance. In rendering such opinionopinions, such counsel may reasonably rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company Business Legal Advisors, LLC and any opinion relied upon by such counsel for the Company Business Legal Advisors, LLC shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative’s Counsel in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (CW Petroleum Corp), Underwriting Agreement (CW Petroleum Corp), Underwriting Agreement (CW Petroleum Corp)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) of other counsel reasonably acceptable to the RepresentativeRepresentatives, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the UnderwritersRepresentatives’ counsel Counsel if requested. The opinion of counsel for the Company Xxxxxx & Bird LLP and any opinion relied upon by such counsel for the Company Xxxxxx & Bird LLP shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representatives’ Counsel in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Stemline Therapeutics Inc), Underwriting Agreement (Stemline Therapeutics Inc), Underwriting Agreement (Stemline Therapeutics Inc)
Reliance. In rendering such opinionopinions, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems deem proper and to the extent specified in such opinionopinions, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeD&G) of other counsel reasonably acceptable to the RepresentativeD&G, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ ' counsel if requested. The opinion opinions of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (China Unistone Acquisition CORP), Underwriting Agreement (China Unistone Acquisition CORP), Underwriting Agreement (China Unistone Acquisition CORP)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company opinions referred to in Sections 4.2.1, 4.2.2, 4.2.3, 4.2.4 and any opinion relied upon by such counsel for the Company 4.2.5 above shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (China Commercial Credit Inc), Underwriting Agreement (China Commercial Credit Inc), Underwriting Agreement (China Commercial Credit Inc)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeXxxxx) of other counsel reasonably acceptable to the RepresentativeXxxxx, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ Underwriter's counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Underwriter in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Ascend Acquisition Corp.), Underwriting Agreement (Ascend Acquisition Corp.), Underwriting Agreement (Ascend Acquisition Corp.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company Xxxxx Xxxxx LLP and any opinion relied upon by such counsel for the Company Xxxxx Xxxxx LLP shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion opinion, if any delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (AgileThought, Inc.), Underwriting Agreement (AgileThought, Inc.), Underwriting Agreement (AgileThought, Inc.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion opinions of counsel for the Company delivered pursuant to Section 4.2.1 and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (High Roller Technologies, Inc.), Underwriting Agreement (High Roller Technologies, Inc.), Underwriting Agreement (Cortigent, Inc.)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel for the Company EGS and Ogier and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Yunhong International), Underwriting Agreement (Yunhong International), Underwriting Agreement (Yunhong International)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company Dentons and DDM and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Aurora Technology Acquisition Corp.), Underwriting Agreement (Aurora Technology Acquisition Corp.), Underwriting Agreement (Aurora Technology Acquisition Corp.)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) of other counsel reasonably acceptable to the RepresentativeRepresentatives, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (New Beginnings Acquisition Corp.), Underwriting Agreement (New Beginnings Acquisition Corp.), Underwriting Agreement (Platinum Energy Resources Inc)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.. EarlyBirdCapital, Inc. October __, 2013
Appears in 3 contracts
Samples: Underwriting Agreement (Quartet Merger Corp.), Underwriting Agreement (Quartet Merger Corp.), Underwriting Agreement (Quartet Merger Corp.)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company Loeb and Xxxxxx and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Mericsson Acquisition Corp), Underwriting Agreement (Agrico Acquisition Corp.), Underwriting Agreement (Mericsson Acquisition Corp)
Reliance. In rendering such opinionopinions, such counsel counsels may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel for the Company EGS and Ogier and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (ClimateRock), Underwriting Agreement (ClimateRock), Underwriting Agreement (TenX Keane Acquisition)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel counsels for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Murphy Canyon Acquisition Corp.), Murphy Canyon Acquisition Corp., Murphy Canyon Acquisition Corp.
Reliance. In rendering such opinion, such counsel counsels may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Infinity Cross Border Acquisition Corp), Underwriting Agreement (Infinity Cross Border Acquisition Corp), Underwriting Agreement (Infinity Cross Border Acquisition Corp)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion opinions of each counsel for the Company listed in Section 4.2.1, and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (CEA Industries Inc.), Underwriting Agreement (Urban-Gro, Inc.), Underwriting Agreement (Urban-Gro, Inc.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.. Imperial Capital, LLC [________], 2020
Appears in 3 contracts
Samples: Underwriting Agreement (Greenrose Acquisition Corp), Underwriting Agreement (Greenrose Acquisition Corp), Underwriting Agreement (Greenrose Acquisition Corp)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeEG&S) of other counsel reasonably acceptable to the RepresentativeEG&S, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative in its opinion delivered to the UnderwritersRepresentative.
Appears in 3 contracts
Samples: Underwriting Agreement (Pacific Monument Acquisition Corp), Underwriting Agreement (Pacific Monument Acquisition Corp), Underwriting Agreement (Pacific Monument Acquisition Corp)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeUnderwriter) of other counsel reasonably acceptable to the RepresentativeUnderwriter, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (China VantagePoint Acquisition Co), Underwriting Agreement (China VantagePoint Acquisition Co), Underwriting Agreement (China VantagePoint Acquisition Co)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems counsels deem proper and to the extent specified in such opinionopinions, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Warrant Agreement (Atlas Growth Acquisition LTD), Warrant Agreement (Atlas Growth Acquisition LTD), Warrant Agreement (Atlas Growth Acquisition LTD)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion opinions of counsel counsels for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative in its opinion delivered to the UnderwritersRepresentative.
Appears in 3 contracts
Samples: Underwriting Agreement (Bukit Jalil Global Acquisition 1 Ltd.), Underwriting Agreement (Bukit Jalil Global Acquisition 1 Ltd.), Underwriting Agreement (Bukit Jalil Global Acquisition 1 Ltd.)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company EGS and Xxxxxx and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Fellazo Inc.), Underwriting Agreement (Fellazo Inc.), Underwriting Agreement (Fellazo Inc.)
Reliance. In rendering such opinion, such counsel EGS may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel EGS deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem it deems proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company EGS and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Warrant Agreement (I-Am CAPITAL ACQUISITION Co), Underwriting Agreement (I-Am CAPITAL ACQUISITION Co), Underwriting Agreement (I-Am CAPITAL ACQUISITION Co)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company Venable and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Avalon Acquisition Inc.), Underwriting Agreement (Avalon Acquisition Inc.), Underwriting Agreement (Avalon Acquisition Inc.)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeEGS) of other counsel reasonably acceptable to the RepresentativeEGS, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Form of Underwriting Agreement (Echo Healthcare Acquisition Corp.), Warrant Agreement (Echo Healthcare Acquisition Corp.), Warrant Agreement (Echo Healthcare Acquisition Corp.)
Reliance. In rendering such opinionopinions, such counsel counsels may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company Rimon and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Canna-Global Acquisition Corp), Underwriting Agreement (Canna-Global Acquisition Corp), Underwriting Agreement (Canna-Global Acquisition Corp)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Gxxxxxx Sxxxxx if requested. The opinion of counsel for the Company EG&S and any opinion relied upon by such counsel for the Company EG&S shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (China Growth Alliance LTD), Underwriting Agreement (China Growth Alliance LTD), Underwriting Agreement (China Growth Alliance LTD)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativePlacement Agent) of other counsel reasonably acceptable to the RepresentativePlacement Agent, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ Placement Agent’s counsel if requested. The opinion opinions of counsel for the Company Counsel and any opinion relied upon by such counsel for the Company Counsel shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Placement Agent in its opinion delivered to the UnderwritersPlacement Agent.
Appears in 3 contracts
Samples: Placement Agreement (Tantech Holdings LTD), Placement Agreement (Tantech Holdings LTD), Placement Agreement (Tantech Holdings LTD)
Reliance. In rendering such opinion, such counsel may rely: rely (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the RepresentativeMF) of other counsel reasonably acceptable to the RepresentativeMF, familiar with the applicable laws; , and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ ' counsel if requested. The opinion of counsel for the Company and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Inter-Atlantic Financial, Inc.), Underwriting Agreement (Inter-Atlantic Financial, Inc.), Underwriting Agreement (Inter-Atlantic Financial, Inc.)
Reliance. In rendering such opinion, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, ; provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company Disclosure Law Group, and any opinion relied upon by such counsel for the Company Disclosure Law Group, shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Bridgeline Digital, Inc.), Underwriting Agreement (Bridgeline Digital, Inc.), Underwriting Agreement (Bridgeline Digital, Inc.)
Reliance. In rendering such opinionopinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’ counsel Representative Counsel if requested. The opinion of counsel for the Company MSK and any opinion relied upon by such counsel for the Company MSK shall include a statement to the effect that it may be relied upon by counsel for the Underwriters Representative Counsel in its opinion delivered to the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Perfect Moment Ltd.), Underwriting Agreement (Perfect Moment Ltd.), Underwriting Agreement (Perfect Moment Ltd.)
