United States Legal Opinion Sample Clauses

United States Legal Opinion. If any Purchased Units are sold to Purchasers in the United States or who are U.S. Persons, the Underwriters receiving at the Time of Closing a favourable legal opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from Xxxxxxxx Xxxxxxx LLP, United States counsel to the Company, to the effect that it is not necessary in connection with the offer and sale of the Purchased Units in the United States in the manner contemplated herein, to register the Purchased Units under the U.S. Securities Act, it being understood that no opinion is expressed as to any subsequent resale of any Purchased Units;
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United States Legal Opinion. If any Offered Shares are sold to Purchasers in the United States or who are U.S. persons (the “U.S. Purchasers”), the Underwriters receiving at the Time of Closing a favourable legal opinion addressed to the Underwriters dated as of the Closing Date, from United States counsel to the Company, Dxxxxx & Wxxxxxx LLP, to the effect that it is not necessary in connection with the offer and sale of the Offered Shares to the U.S. Purchasers to register the Offered Shares under the U.S. Securities Act, it being understood the no opinion is expressed as to any subsequent resale of any Offered Shares;
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United States Legal Opinion. The Agents receiving at the Time of Closing on the Closing Date legal opinions addressed to the Agents, in form and substance acceptable to the Agents and its counsel, acting reasonably, by Xxxxxxxx Xxxxx LLP, United States counsel to the Company (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Company and counsel to the Agents as to matters governed by the laws of local jurisdictions and on certificates of officers of the Company) that: (1) each of this Agreement and the Registration Rights Agreement constitute a legal, valid and binding obligation of, and is enforceable against, the Company in accordance with its terms (subject to bankruptcy, insolvency, or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity or contribution); (2) the issuance and sale of the Common Shares pursuant to the terms of this agreement being exempt from the registration requirements of the U.S. Securities Act; (3) the Company being a company validly existing under the laws of the State of Delaware; (4) the Company having the corporate power and capacity to execute and deliver this agreement and the Registration Rights Agreement (collectively, this agreement and the Registration Rights Agreement constitute the “Documents”), to perform its obligations under the Documents and to create and issue the Common Shares; (5) as to the authorized capital of the Company; (6) the execution and delivery of the Documents and the performance of the transactions contemplated thereby (including the creation, issuance and sale of the Common Shares) do not and will not result in a breach of, and do not create a state of facts which, after notice or lapse of time or both, will result in a breach of and do not and will not conflict with, any of the terms, conditions or provisions of the constitutional documents of the Company; (7) all necessary corporate action having been taken by the Company to authorize the execution and delivery by it of each of the Documents and the performance of its obligations thereunder; (8) all necessary corporate action having been taken by the Company to authorize the creation, issue and sale of the Common Shares; (9) the Common Shares have been validly issued by the Company and, upon the Company receiving payment of the offering price ...
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United States Legal Opinion. If any Offered Shares are sold to Purchasers in the United States, the Underwriters receiving at the Time of Closing a favourable legal opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from United States counsel to the Company, to the effect that registration of such Offered Shares will not be required under the U.S. Securities Act in connection with the offer and sale of such Offered Shares in the United States pursuant to the Underwriting Agreement;
Sample 1
United States Legal Opinion. On the Closing Date, U.S. counsel to the Company, shall have delivered an opinion to the Underwriters, dated the Closing Date stating: (a) it is not necessary to register the Offered Securities under the U.S. Securities Act in respect of the initial sale of the Offered Securities by the Company to the Underwriters and the resale by the Underwriters and their respective affiliates in the United States to Qualified Institutional Buyers pursuant to Rule 144A under the U.S. Securities Act; and (b) it is not necessary to register the Offered Securities under the U.S. Securities Act in respect of the sale of the Offered Securities by the Company to U.S. Accredited Investors in the United States; in each case in a form and substance acceptable to the Underwriters, acting reasonably.
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United States Legal Opinion. If any Offered Securities are sold to Purchasers in the United States, the Agents receiving at the Closing Time a favourable legal opinion from United States counsel to the Company, to the effect that registration of the Offered Securities will not be required under the U.S. Securities Act, in form and substance acceptable in all reasonable respects to the Agents and Agents’ Counsel;
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United States Legal Opinion. If any Offered Units are sold to Purchasers in the United States or who are U.S. persons (the “U.S. Purchasers”), the Underwriters receiving at the Time of Closing a favourable legal opinion addressed to the Underwriters dated as of the Closing Date, from special United States counsel to the Company, to the effect that it is not necessary in connection with the offer and sale of the Offered Units to the U.S. Purchasers to register the Offered Units under the U.S. Securities Act, it being understood the no opinion is expressed as to any subsequent resale of any Offered Units;
Sample 1
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United States Legal Opinion. The Agent receiving at the Time of Closing on the Closing Date, in form and substance satisfactory to the Agent, a favourable legal opinion from Company’s U.S. Counsel, who may provide to the Agent opinions of local counsel reasonably acceptable to Agent’s Counsel, acting reasonably, which shall include, but is not limited to, (i) the qualification under the U.S. Securities Act of the Offered Securities, Warrant Shares, Agent Options, Agent Units and the underlying securities thereto for sale to the public; (ii) no order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or, to our knowledge, threatened by the SEC; (iii) the U.S. Prospectus Supplement was filed with the SEC pursuant to Rule 424(b) under the U.S. Securities Act in the manner and within the time period required by such Rule 424(b); and (iv) as to other matters governed by the laws of jurisdictions in the United States; provided that, such Company’s U.S. Counsel may rely as to matters of fact on certificates of officers, public and exchange officials or of the auditor or transfer agent of the Company;
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United States Legal Opinion. If any Units are sold to purchasers in the United States or to, or for the account or benefit of, U.S. Persons, the Underwriters receiving at the Time of Closing a favourable legal opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from Xxxx, Gerber & Xxxxxxxxx LLP, United States counsel to the Company, to the effect that registration of the Units will not be required under the U.S. Securities Act, it being understood that no opinion shall be given with respect to the subsequent resale or transfer of any of the Common Shares or Warrants, or the issuance of Warrant Shares upon the exercise of Warrants or any resale or transfer of the Warrant Shares;
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Related to United States Legal Opinion

  • Company Counsel Legal Opinion Xxxxx shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Legal Opinion The Agent shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Agent Counsel Legal Opinion Agent shall have received from Xxxxxx LLP, counsel for Agent, such opinion or opinions, on or before the date on which the delivery of the Company counsel legal opinion is required pursuant to Section 4(p), with respect to such matters as Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received: (i) the favorable opinion of Xxxxxx Xxxxxxxxxx LLP, counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxxx Xxxxxx law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Xxxxxxx Xxxxxxx (Cayman) LLP, Cayman Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel, Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation and validity of the Offered Securities and the Underlying Shares and (ii) the Company’s PRC counsel, Jiangsu Junjin law Firm, filed as Exhibit 8.1 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section.

  • Subsequent Delivery of Legal Opinions If so requested by such Agent, each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) of this Agreement, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent shall furnish each Agent with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

  • Advice of Legal Counsel Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.

  • Opinion of Cayman Islands Counsel for the Company The Representatives shall have received an opinion of Xxxxxx and Calder (Hong Kong) LLP, Cayman Islands counsel for the Company, dated such Closing Date, as the case may be, in form and substance reasonably satisfactory to the Representatives.

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