Common use of Closing Date Opinion of U.S. Counsel Clause in Contracts

Closing Date Opinion of U.S. Counsel. On the Closing Date and on each Option Closing Date (if any), the Representatives shall have received (i) the favorable opinion of Sheppard, Mullin, Rxxxxxx & Hxxxxxx LLP, U.S. counsel to the Company, dated the Closing Date or Option Closing Date, as applicable, and addressed to the Representatives, and (ii) a written statement providing certain “10b-5” negative assurances, addressed to the Representatives and dated the Closing Date and any Option Closing Date (if such date is other than the Closing Date), each in a form reasonably satisfactory to the Representatives and Representatives Counsel.

Closing Date Opinion of U.S. Counsel. On the Closing Date and on each Option Closing Date (if any), the Representatives Representative shall have received (i) the favorable opinion of Sheppard, Mullin, Rxxxxxx Xxxxxxx & Hxxxxxx Xxxxxxx LLP, U.S. counsel to the Company, dated the Closing Date or Option Closing Date, as applicable, and addressed to the RepresentativesRepresentative, and (ii) a written statement providing certain “10b-5” negative assurances, addressed to the Representatives Representative and dated the Closing Date and any Option Closing Date (if such date is other than the Closing Date), each in a form reasonably satisfactory to the Representatives Representative and Representatives Representative Counsel.