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: Letter Agreement (Expensify, Inc.), Letter Agreement (Terns Pharmaceuticals, Inc.), Flame Acquisition Corp.
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 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 (Landos Biopharma, 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, to the effect set forth in Annex A-1 hereto.
Appears in 7 contracts
Samples: Agios Pharmaceuticals, Inc., Agios Pharmaceuticals Inc, 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
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 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: Heska Corp, Costar Group, Inc., Underwriting Agreement (Ultragenyx Pharmaceutical 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 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 (HBT Financial, Inc.), Arena Fortify Acquisition Corp., Arena Fortify Acquisition Corp.
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 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 & 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.), Jones Energy, Inc., Jones Energy, Inc.
Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the CompanyRepresentative, their written opinion and 10b-5 statementnegative comfort letter, 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 5 contracts
Samples: Underwriting Agreement (ArcelorMittal), Underwriting Agreement (ArcelorMittal), Underwriting Agreement Standard Provisions (ArcelorMittal)
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 (Empower Ltd.), Underwriting Agreement (Delwinds Insurance 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 5 contracts
Samples: Underwriting Agreement (Sanofi), Underwriting Agreement (Sanofi), Underwriting Agreement (Sanofi)
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: Bottomline Technologies Inc /De/, Savient Pharmaceuticals Inc, Savient Pharmaceuticals Inc
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), Ramco Gershenson Properties Trust, 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.), Waste Connections, Inc., Waste Connections, 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), Chesapeake Lodging Trust
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.), Kensington Capital Acquisition Corp. II
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: Waste Connections, Inc., Waste Connections, Inc., Waste Connections, 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 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: Amicus Therapeutics, Inc., Amicus Therapeutics Inc, Amicus Therapeutics 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 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: Smith Douglas Homes Corp., Smith Douglas Homes Corp., Smith Douglas Homes 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: Costar Group Inc, Biocryst Pharmaceuticals Inc, Costar Group 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 4 contracts
Samples: Letter Agreement (Cision Ltd.), Letter Agreement (Cision Ltd.), InnovAge Holding Corp.
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.), T-Mobile US, 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: Denbury Resources Inc, Denbury Resources Inc, Denbury Resources 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: Patria Latin American Opportunity Acquisition Corp., Patria Latin American Opportunity Acquisition Corp., Patria Latin American Opportunity Acquisition Corp.
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, 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.), Convertible Preferred Stock (Ovid Therapeutics 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 A-1 hereto.
Appears in 3 contracts
Samples: Underwriting Agreement (Anacor Pharmaceuticals Inc), Underwriting Agreement (Aspen Technology Inc /De/), Epocrates Inc
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 (Seven Oaks Acquisition Corp.), Underwriting Agreement (Seven Oaks Acquisition Corp.), PROTONIQ 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: Dealer Agreement (Group 1 Automotive Inc), Agreement Agreement (Group 1 Automotive Inc), Underwriting Agreement (Group 1 Automotive 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 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. 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: Waystar Holding Corp., Waystar Holding Corp., 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 Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A hereto.
Appears in 3 contracts
Samples: Ziopharm Oncology Inc, Medivation, Inc., Ziopharm Oncology 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. 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 Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesUnderwriter, 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 UnderwritersUnderwriter, in form and substance reasonably satisfactory to substantially the Representativesforms attached hereto as Annex A-1.
Appears in 3 contracts
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. 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: Vitamin Shoppe, Inc., Vitamin Shoppe, Inc., 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 & 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 (Spectranetics Corp), MTS Systems Corp
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: SOAR Technology Acquisition Corp., SOAR Technology Acquisition Corp., SOAR Technology 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 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 & 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 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 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: Letter Agreement (Immunome Inc.), WEB.COM Group, 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 & 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 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 2 contracts
Samples: Underwriting Agreement (Teladoc, Inc.), Underwriting Agreement (Shake Shack Inc.)
Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxxx, Swaine & Xxxxxxx Xxxxx 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.
Appears in 2 contracts
Samples: MediaAlpha, Inc., MediaAlpha, 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.), LAVA Medtech Acquisition Corp.
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.), Bluestem Brands, 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 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 2 contracts
Samples: Underwriting Agreement (Crescent Energy Co), Underwriting Agreement (Crescent Energy Co)
Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLPXxxxxxxxx Traurig, P.A., 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 (Music Acquisition Corp), Underwriting Agreement (Music 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 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-1 hereto.
Appears in 2 contracts
Samples: Sherwin Williams Co, Timken Co
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), Hewlett Packard Enterprise Co
Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxx LLPXxxxxxxxx, counsel for the Company, LLP shall have furnished to the Representatives, at the request of the Company, their Underwriters 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 (Aldeyra Therapeutics, Inc.), Underwriting Agreement (Aldeyra Therapeutics, Inc.)
Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx (i) Xxxxx Xxxx & Xxxxxxx LLPXxxxxxxx, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statementopinion, dated the Closing Date or the any 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-1 hereto.
Appears in 2 contracts
Samples: Freeport McMoran Copper & Gold Inc, Freeport McMoran Copper & Gold Inc
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), Denbury Resources Inc
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: Merger 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 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: Tenneco Inc, Tenneco Inc
Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx The Representative shall have received an opinion and 10b-5 statement, dated such Closing Date, of Xxxxxx, Xxxxxxxxxx & Xxxxxxx 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 UnderwritersRepresentative, in form and substance reasonably satisfactory to the RepresentativesRepresentative.
Appears in 2 contracts
Samples: Underwriting Agreement (SOC Telemed, Inc.), Underwriting Agreement (SOC Telemed, 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 Ropes & 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 2 contracts
Samples: Underwriting Agreement (Spinal Elements Holdings, Inc.), Underwriting Agreement (Spinal Elements Holdings, 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 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: Rights Agreement (Navistar International Corp), Rights Agreement (Navistar International Corp)
Opinion and 10b-5 Statement of Counsel for the Company. 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, to the effect set forth in Annex A-1 hereto.
Appears in 2 contracts
Samples: Underwriting Agreement (Chesapeake Lodging Trust), Chesapeake Lodging Trust
Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLPXxxxxxxxx Xxxxxxx, 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 each Closing Date, in form and substance reasonably satisfactory to the Representatives.
Appears in 2 contracts
Samples: Unit Purchase Agreement (VectoIQ Acquisition Corp. II), Unit Purchase Agreement (VectoIQ Acquisition Corp. II)
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, 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: Atotech LTD, Cubic Corp /De/
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 Representatives on behalf of the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 2 contracts
Samples: Dynex Capital Inc, Dynex Capital 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 statementnegative assurance letter, 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: Celladon Corp, Celladon 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.), Boot Barn Holdings, Inc.
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
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 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: 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 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 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: Matters Agreement (Pactiv Evergreen Inc.), Underwriting Agreement (Reynolds Consumer Products 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), Biocryst Pharmaceuticals 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: Diamond Offshore Drilling Inc, Diamond Offshore Drilling Inc
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: Swift Energy Co, Swift Energy Co
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: Merrimack Pharmaceuticals Inc, 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: Warner Chilcott LTD, Warner Chilcott LTD
Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx Xxxxx & 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 statementnegative comfort letter, 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: ArcelorMittal, ArcelorMittal
Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx Xxxxx 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, substantially in the form and substance reasonably satisfactory to the Representativesset forth in Annex A hereto.
Appears in 2 contracts
Samples: Omnicare Inc, Omnicare Inc
Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxx Lord Xxxxxxx & Xxxxxxx 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: Service Corporation International, Service Corporation International
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: Central European Distribution Corp, Central European Distribution 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, 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 RepresentativesRepresentative.
Appears in 2 contracts
Samples: Biocryst Pharmaceuticals Inc, Biocryst Pharmaceuticals Inc
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: Sonic Automotive Inc, Sonic Automotive 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: Alder Biopharmaceuticals Inc, Alder Biopharmaceuticals Inc
Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, The Representative shall have furnished to received 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, from Xxxxx & Xxxxxxxxx, LLP, counsel for the Company and the Guarantor, in substantially the form set forth as Exhibit B and in form and substance reasonably satisfactory to the RepresentativesRepresentative.
Appears in 2 contracts
Samples: Swift Energy Co, Swift Energy Co
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: Golden Falcon Acquisition Corp., Golden Falcon Acquisition Corp.
Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx The Representatives shall have received an opinion and 10b-5 statement, dated such Closing Date, of Xxxxx 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 (Organogenesis Holdings Inc.), Underwriting Agreement (Organogenesis Holdings Inc.)
Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxx Xxxxxxxx Xxxxx & 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 UnderwritersInitial Purchasers, substantially in the form and substance reasonably satisfactory to agreed hereto between the RepresentativesRepresentative and the Company as of the date hereof.
Appears in 2 contracts
Samples: Purchase Agreement (Southwestern Energy Co), Southwestern Energy Co
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)
