Common use of Opinion and 10b-5 Statement of Counsel for the Company Clause in Contracts

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 9 contracts

Samples: Underwriting Agreement (Expensify, Inc.), Underwriting Agreement (Flame Acquisition Corp.), Underwriting Agreement (Terns Pharmaceuticals, Inc.)

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Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 8 contracts

Samples: Underwriting Agreement (RayzeBio, Inc.), Underwriting Agreement (NeuroPace Inc), Underwriting Agreement (Cardlytics, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Ellenoff Xxxxxxxx & Xxxxxxx Schole LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 8 contracts

Samples: Underwriting Agreement (JOFF Fintech Acquisition Corp.), Underwriting Agreement (JOFF Fintech Acquisition Corp.), Underwriting Agreement (JOFF Fintech Acquisition Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxxx Head & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statementStatement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B hereto.

Appears in 7 contracts

Samples: Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto.

Appears in 7 contracts

Samples: Underwriting Agreement (Agios Pharmaceuticals, Inc.), Underwriting Agreement (Agios Pharmaceuticals Inc), Underwriting Agreement (Agios Pharmaceuticals Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to substantially the Representativesforms attached hereto as Annex A-1.

Appears in 7 contracts

Samples: Underwriting Agreement (CDW Corp), Underwriting Agreement (CDW Corp), Underwriting Agreement (CDW Corp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 6 contracts

Samples: Underwriting Agreement (Arena Fortify Acquisition Corp.), Underwriting Agreement (Arena Fortify Acquisition Corp.), Underwriting Agreement (Arena Fortify Acquisition Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLPXxxxx Day, counsel for the Company, shall have furnished to the RepresentativesRepresentative(s), at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative(s), to the effect set forth in Annex B to the Underwriting Agreement.

Appears in 6 contracts

Samples: Underwriting Agreement (Sanofi), Underwriting Agreement (Sanofi), Underwriting Agreement (Sanofi)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx O’Melveny & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 6 contracts

Samples: Underwriting Agreement (Air Lease Corp), Underwriting Agreement (Air Lease Corp), Underwriting Agreement (Air Lease Corp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxx, Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 6 contracts

Samples: Underwriting Agreement (Heska Corp), Underwriting Agreement (Costar Group, Inc.), Underwriting Agreement (Ultragenyx Pharmaceutical Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Ellenoff Xxxxxxxx & Xxxxxxx Schole LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 5 contracts

Samples: Underwriting Agreement (Delwinds Insurance Acquisition Corp.), Underwriting Agreement (Delwinds Insurance Acquisition Corp.), Underwriting Agreement (Empower Ltd.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto.

Appears in 5 contracts

Samples: Underwriting Agreement (Cafepress Inc.), Underwriting Agreement (Cafepress Inc.), Underwriting Agreement (Violin Memory Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLPXxxxx Xxxxx L.L.P., counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A hereto.

Appears in 5 contracts

Samples: Underwriting Agreement (Jones Energy, Inc.), Underwriting Agreement (Jones Energy, Inc.), Underwriting Agreement (Jones Energy, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing DateStatement, as counsel to the case may beCompany, and addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representatives.

Appears in 5 contracts

Samples: Underwriting Agreement (Protara Therapeutics, Inc.), Underwriting Agreement (Atreca, Inc.), Underwriting Agreement (Ovid Therapeutics Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Kxxxxxxx & Xxxxxxx Exxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 5 contracts

Samples: Underwriting Agreement (Ares Management Corp), Underwriting Agreement (InnovAge Holding Corp.), Underwriting Agreement (InnovAge Holding Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 4 contracts

Samples: Underwriting Agreement (Smith Douglas Homes Corp.), Underwriting Agreement (Smith Douglas Homes Corp.), Underwriting Agreement (Smith Douglas Homes Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 4 contracts

Samples: Underwriting Agreement (Amicus Therapeutics, Inc.), Underwriting Agreement (Amicus Therapeutics Inc), Underwriting Agreement (Amicus Therapeutics Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, The Representatives shall have furnished to the Representatives, at the request of the Company, their written received an opinion and 10b-5 statement, dated the Closing Date or the Additional such Closing Date, as of Bxxxx Bxxxx L.L.P., counsel for the case may be, and addressed to the UnderwritersCompany, in form and substance reasonably satisfactory to the Representatives.

Appears in 4 contracts

Samples: Underwriting Agreement (BKV Corp), Underwriting Agreement (BKV Corp), Underwriting Agreement (BKV Corp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxx, Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 4 contracts

Samples: Underwriting Agreement (Costar Group Inc), Underwriting Agreement (Biocryst Pharmaceuticals Inc), Underwriting Agreement (Costar Group Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 4 contracts

Samples: Underwriting Agreement (Bottomline Technologies Inc /De/), Underwriting Agreement (Savient Pharmaceuticals Inc), Underwriting Agreement (Savient Pharmaceuticals Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxx Lovells US LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto.

Appears in 4 contracts

Samples: Underwriting Agreement (Chesapeake Lodging Trust), Underwriting Agreement (Chesapeake Lodging Trust), Underwriting Agreement (Chesapeake Lodging Trust)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxx Xxxxxx & Xxxxxxxx and Xxxx LLP and Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 and A-2 to this Agreement, respectively.

Appears in 4 contracts

Samples: Underwriting Agreement (Ramco Gershenson Properties Trust), Underwriting Agreement (Ramco Gershenson Properties Trust), Underwriting Agreement (Ramco Gershenson Properties Trust)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.

Appears in 4 contracts

Samples: Underwriting Agreement (Waste Connections, Inc.), Underwriting Agreement (Waste Connections, Inc.), Underwriting Agreement (Waste Connections, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.

Appears in 4 contracts

Samples: Underwriting Agreement (Waste Connections, Inc.), Underwriting Agreement (Waste Connections, Inc.), Underwriting Agreement (Waste Connections, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxx, Xxxxxxx & Xxxxxxx Xxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 4 contracts

Samples: Underwriting Agreement (Kensington Capital Acquisition Corp. II), Underwriting Agreement (Kensington Capital Acquisition Corp. II), Underwriting Agreement (Kensington Capital Acquisition Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Sxxxxxx Xxxxxxx & Xxxxxxx Bxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex D hereto.

Appears in 3 contracts

Samples: Underwriting Agreement (Waystar Holding Corp.), Underwriting Agreement (Waystar Holding Corp.), Underwriting Agreement (Waystar Holding Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representatives.Representative, to the effect set forth in Annex D hereto

Appears in 3 contracts

Samples: Purchase Agreement (Deluxe Corp), Purchase Agreement (Deluxe Corp), Purchase Agreement (Deluxe Corp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Winston & Xxxxxxx Sxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 3 contracts

Samples: Underwriting Agreement (PROTONIQ Acquisition Corp), Underwriting Agreement (Seven Oaks Acquisition Corp.), Underwriting Agreement (Seven Oaks Acquisition Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Ellenoff Gxxxxxxx & Xxxxxxx Schole LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 3 contracts

Samples: Underwriting Agreement (Excolere Acquisition Corp.), Underwriting Agreement (Silverman Acquisition Corp I), Underwriting Agreement (Excolere Acquisition Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex D hereto.

Appears in 3 contracts

Samples: Purchase Agreement (Group 1 Automotive Inc), Purchase Agreement (Group 1 Automotive Inc), Purchase Agreement (Group 1 Automotive Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Dxxxx Xxxx and Wxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 3 contracts

Samples: Underwriting Agreement (Patria Latin American Opportunity Acquisition Corp.), Underwriting Agreement (Patria Latin American Opportunity Acquisition Corp.), Underwriting Agreement (Patria Latin American Opportunity Acquisition Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxx Xxxx Xxxxxxx Xxxxx & Xxxxxxx Xxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex D hereto.

Appears in 3 contracts

Samples: Underwriting Agreement (TWFG, Inc.), Underwriting Agreement (TWFG, Inc.), Underwriting Agreement (TWFG, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 3 contracts

Samples: Underwriting Agreement (SOAR Technology Acquisition Corp.), Underwriting Agreement (SOAR Technology Acquisition Corp.), Underwriting Agreement (SOAR Technology Acquisition Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A hereto.

Appears in 3 contracts

Samples: Underwriting Agreement (Vitamin Shoppe, Inc.), Underwriting Agreement (Vitamin Shoppe, Inc.), Underwriting Agreement (Vs Holdings, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLPGxxxxxxxx Traurig, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representative such counsel’s written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing DateStatement, as counsel to the case may beCompany, and addressed to the UnderwritersUnderwriters and dated each Closing Date, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 3 contracts

Samples: Underwriting Agreement (Monocle Acquisition Corp), Underwriting Agreement (Monocle Acquisition Corp), Underwriting Agreement (Monocle Acquisition Corp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 3 contracts

Samples: Underwriting Agreement (InflaRx N.V.), Underwriting Agreement (Accelerate Acquisition Corp.), Underwriting Agreement (Accelerate Acquisition Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxx Xxxxxx & Xxxxxxx Xxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Exhibit H hereto.

Appears in 3 contracts

Samples: Purchase Agreement (PDC Energy, Inc.), Purchase Agreement (PDC Energy, Inc.), Purchase Agreement (PDC Energy, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. On the Closing Date, Xxxxxx & Xxxxxxx LLPXxxxxx L.L.P., counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, substantially in the form attached to Annex D hereto, and substance such counsel shall have received such documents and information as they may reasonably satisfactory request to the Representativesenable them to pass upon such matters.

Appears in 3 contracts

Samples: Purchase Agreement (Group 1 Automotive Inc), Purchase Agreement (Group 1 Automotive Inc), Purchase Agreement (Group 1 Automotive Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxx Xxxxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statementStatement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A hereto.

Appears in 3 contracts

Samples: Underwriting Agreement (Denbury Resources Inc), Underwriting Agreement (Denbury Resources Inc), Underwriting Agreement (Denbury Resources Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxxxx and Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 3 contracts

Samples: Underwriting Agreement (Shelter Acquisition Corp I), Underwriting Agreement (Shelter Acquisition Corp I), Underwriting Agreement (Shelter Acquisition Corp I)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto.

Appears in 3 contracts

Samples: Underwriting Agreement (Anacor Pharmaceuticals Inc), Underwriting Agreement (Aspen Technology Inc /De/), Underwriting Agreement (Epocrates Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, The Representatives shall have furnished to the Representatives, at the request of the Company, their written received an opinion and 10b-5 statement, dated the Closing Date or the Additional such Closing Date, as of Xxxxxx & Xxxxxx L.L.P., counsel for the case may be, and addressed to the UnderwritersCompany, in form and substance reasonably satisfactory to the Representatives.

Appears in 3 contracts

Samples: Underwriting Agreement (Crescent Energy Co), Underwriting Agreement (Crescent Energy Co), Underwriting Agreement (Crescent Energy Co)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxxx Xxxxx & Xxxxxxx Xxxxxxxxxxx LLP, counsel for to the Company, shall have furnished to the Representatives, at the request of the Company, their Representative such counsel’s written opinion and 10b-5 statement, dated as counsel to the Closing Date or the Additional Closing DateCompany, as the case may be, and addressed to the UnderwritersUnderwriters and dated each Closing Date, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 3 contracts

Samples: Underwriting Agreement (Jackson Acquisition Co II), Underwriting Agreement (Jackson Acquisition Co II), Underwriting Agreement (Jackson Acquisition Co II)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto.

Appears in 3 contracts

Samples: Underwriting Agreement (RealD Inc.), Underwriting Agreement (RealD Inc.), Underwriting Agreement (RealD Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Faegre Xxxxx Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.

Appears in 3 contracts

Samples: Underwriting Agreement (MTS Systems Corp), Underwriting Agreement (MTS Systems Corp), Underwriting Agreement (Spectranetics Corp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 statementStatement, as counsel to the Company, addressed to the Underwriters and dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 3 contracts

Samples: Underwriting Agreement (Protara Therapeutics, Inc.), Underwriting Agreement (Ovid Therapeutics Inc.), Underwriting Agreement (Ovid Therapeutics Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxx, Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the CompanyCompany and the Guarantors, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statementStatement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 3 contracts

Samples: Underwriting Agreement (T-Mobile US, Inc.), Underwriting Agreement (T-Mobile US, Inc.), Underwriting Agreement (T-Mobile US, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLPXxxxxxxxx Traurig, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representative such counsel’s written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing DateStatement, as counsel to the case may beCompany, and addressed to the UnderwritersUnderwriters and dated each Closing Date, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 3 contracts

Samples: Underwriting Agreement (VectoIQ Acquisition Corp.), Underwriting Agreement (VectoIQ Acquisition Corp.), Underwriting Agreement (VectoIQ Acquisition Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A hereto.

Appears in 3 contracts

Samples: Underwriting Agreement (Ziopharm Oncology Inc), Underwriting Agreement (Medivation, Inc.), Underwriting Agreement (Ziopharm Oncology Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, The Representatives shall have furnished to the Representatives, at the request of the Company, their written received an opinion and 10b-5 statement, dated the Closing Date or the Additional such Closing Date, as of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, counsel for the case may be, and addressed to the UnderwritersCompany, in form and substance reasonably satisfactory to the Representatives.

Appears in 3 contracts

Samples: Underwriting Agreement (Wageworks, Inc.), Underwriting Agreement (Wageworks, Inc.), Underwriting Agreement (Wageworks, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxxxxx Traurig LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 3 contracts

Samples: Underwriting Agreement (Concord Acquisition Corp), Underwriting Agreement (Concord Acquisition Corp), Underwriting Agreement (Concord Acquisition Corp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxx & Xxxxxxx Xxxxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Swift Energy Co), Underwriting Agreement (Swift Energy Co)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Purchase Agreement (KAMAN Corp), Purchase Agreement (Integra Lifesciences Holdings Corp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLPXxxxxxx, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing DateStatement, as counsel to the case may beCompany, and addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Aura Biosciences, Inc.), Underwriting Agreement (Aura Biosciences, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 2 contracts

Samples: Underwriting Agreement (DP Cap Acquisition Corp I), Underwriting Agreement (Cheesecake Factory Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Dxxxx Xxxx & Xxxxxxx Wxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Gilead Sciences, Inc.), Underwriting Agreement (Gilead Sciences Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxx & Xxxxxxx LLP, counsel for the Company, XxXxxxx LLP shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Central European Distribution Corp), Underwriting Agreement (Central European Distribution Corp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Excelsa Acquisition Corp.), Underwriting Agreement (Excelsa Acquisition Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxx & Xxxxxxx LLPXxx Xxxxx PLLC, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Sonic Automotive Inc), Underwriting Agreement (Sonic Automotive Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxx, Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, addressed to the Underwriters, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Biocryst Pharmaceuticals Inc), Underwriting Agreement (Biocryst Pharmaceuticals Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annexes C-1 and C-2 hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Alder Biopharmaceuticals Inc), Underwriting Agreement (Alder Biopharmaceuticals Inc)

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Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxxxxx Traurig, LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Golden Falcon Acquisition Corp.), Underwriting Agreement (Golden Falcon Acquisition Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxx & Xxxxxxx Xxxxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statementStatement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Denbury Resources Inc), Underwriting Agreement (Denbury Resources Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representativeseffect set forth in Annex A-1 hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (ChemoCentryx, Inc.), Underwriting Agreement (ChemoCentryx, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion and 10b-5 statementStatement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A and Annex B hereto, respectively.

Appears in 2 contracts

Samples: Underwriting Agreement (Diamond Offshore Drilling Inc), Underwriting Agreement (Diamond Offshore Drilling Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx The Representatives shall have received an opinion and 10b-5 statement, dated such Closing Date, of Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to in the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, form attached hereto as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.Exhibit A.

Appears in 2 contracts

Samples: Underwriting Agreement (Pactiv Evergreen Inc.), Underwriting Agreement (Reynolds Consumer Products Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Gxxxxx, Dxxx & Xxxxxxx Cxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion and 10b-5 statementstatements, each dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Hewlett Packard Enterprise Co), Underwriting Agreement (Hewlett Packard Enterprise Co)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their its written opinion or opinions and 10b-5 statementStatement or Statements, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in the form of opinion provided to the Representative on the date hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Oglethorpe Power Corp), Underwriting Agreement (Oglethorpe Power Corp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, Cxxxxx LLP shall have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing DateStatement, as counsel to the case may beCompany, and addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Maxcyte, Inc.), Underwriting Agreement (Atreca, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion opinions and 10b-5 statementStatement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Idex Corp /De/), Underwriting Agreement (Idex Corp /De/)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLPXxxxx Day, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Five9, Inc.), Underwriting Agreement (Five9, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Fox Factory Holding Corp), Underwriting Agreement (Greenway Medical Technologies Inc)

Opinion and 10b-5 Statement of Counsel for the Company. BraunHagey & Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (890 5th Avenue Partners, Inc.), Underwriting Agreement (890 5th Avenue Partners, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statementStatement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A to the Underwriting Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, in substantially the form set forth in Annex D-1 hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Commercial Credit, Inc.), Underwriting Agreement (Commercial Credit, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Syros Pharmaceuticals, Inc.), Underwriting Agreement (Kala Pharmaceuticals, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxx Xxxxxx & Xxxxxxx Xxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Bill Barrett Corp), Underwriting Agreement (Bill Barrett Corp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 2 contracts

Samples: Underwriting Agreement (Freedom Acquisition I Corp.), Underwriting Agreement (Freedom Acquisition I Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representative such counsel’s written opinion and 10b-5 statementStatement, as counsel to the Company, addressed to the Underwriters and dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, substantially in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 2 contracts

Samples: Underwriting Agreement (American Superconductor Corp /De/), Underwriting Agreement (American Superconductor Corp /De/)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLPXxxxxxxx Xxxxxx, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 2 contracts

Samples: Underwriting Agreement (BowX Acquisition Corp.), Underwriting Agreement (BowX Acquisition Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Cxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Immunome Inc.), Underwriting Agreement (WEB.COM Group, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Dechert LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion opinions and 10b-5 statementletter, dated the Closing Date or the Additional and any Secondary Closing Date, as the case may beapplicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Trinity Capital Inc.), Underwriting Agreement (Trinity Capital Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Vxxxxxx LLP, special U.S. counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersRepresentatives, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Flex Ltd.), Underwriting Agreement (Flex Ltd.)

Opinion and 10b-5 Statement of Counsel for the Company. Faegre & Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Bluestem Brands, Inc.), Underwriting Agreement (Bluestem Brands, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex D-1 hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Ignyta, Inc.), Underwriting Agreement (Ignyta, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxx Xxxxx LLP, counsel for the CompanyCompany and the Guarantors, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statementopinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Tenneco Inc), Underwriting Agreement (Tenneco Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their its written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex D hereto.

Appears in 2 contracts

Samples: Purchase Agreement (Callon Petroleum Co), Purchase Agreement (Callon Petroleum Co)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, Xxxxx Lovells US LLP shall have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing DateStatement, as counsel to the case may beCompany, and addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (EyePoint Pharmaceuticals, Inc.), Underwriting Agreement (EyePoint Pharmaceuticals, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Husch Xxxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Northern Genesis Acquisition Corp. II), Underwriting Agreement (Northern Genesis Acquisition Corp. II)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLPXxxxxx, Professional Corporation, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statementStatement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, substantially to the effect set forth in Annex B hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Altera Corp), Underwriting Agreement (Altera Corp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLPXxxxxxx, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing DateStatement, as counsel to the case may beCompany, and addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Angion Biomedica Corp.), Underwriting Agreement (Avidity Biosciences, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Boot Barn Holdings, Inc.), Underwriting Agreement (Boot Barn Holdings, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-1 hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Merrimack Pharmaceuticals Inc), Underwriting Agreement (Merrimack Pharmaceuticals Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxx Xxxxxxxx LLP, special U.S. counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Warner Chilcott LTD), Underwriting Agreement (Warner Chilcott LTD)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statementStatement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in substantially the form and substance reasonably satisfactory to the Representativesset forth in Annex A-1 hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (First Niagara Financial Group Inc), Underwriting Agreement (First Niagara Financial Group Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Rxxx Xxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 2 contracts

Samples: Underwriting Agreement (LAVA Medtech Acquisition Corp.), Underwriting Agreement (LAVA Medtech Acquisition Corp.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Company, US LLP shall have furnished to the Representatives, at the request of the Company, their Representatives such counsel’s written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing DateStatement, as counsel to the case may beCompany, and addressed to the UnderwritersUnderwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (EyePoint Pharmaceuticals, Inc.), Underwriting Agreement (EyePoint Pharmaceuticals, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxx & Xxxxxxx Lardner LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statementStatement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Homeowners Choice, Inc.), Underwriting Agreement (Homeowners Choice, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statementStatement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Carpenter Technology Corp), Underwriting Agreement (Carpenter Technology Corp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative, substantially to the effect set forth in Annex C hereto.

Appears in 2 contracts

Samples: Purchase Agreement (Navistar International Corp), Purchase Agreement (Navistar International Corp)

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