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. Xxxxxxx Procter 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 19 contracts

Samples: Underwriting Agreement (Septerna, Inc.), Underwriting Agreement (Prime Medicine, Inc.), Underwriting Agreement (Absci Corp)

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Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 an 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 (Sage Therapeutics, Inc.), Underwriting Agreement (Sage Therapeutics, Inc.), Underwriting Agreement (Sage Therapeutics, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 (Retail Properties of America, Inc.), Underwriting Agreement (Eloqua, Inc.), Underwriting Agreement (Eloqua, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter Proskauer Rose 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-1 hereto.

Appears in 3 contracts

Samples: Underwriting Agreement (American Realty Capital Properties, Inc.), Underwriting Agreement (American Realty Capital Properties, Inc.), Underwriting Agreement (American Realty Capital Properties, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 (Guidewire Software, Inc.), Underwriting Agreement (Guidewire Software, Inc.), Underwriting Agreement (Guidewire Software, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Gxxxxxx Procter 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 (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Gxxxxxx Procter 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 (SpringWorks Therapeutics, Inc.), Underwriting Agreement (Scholar Rock Holding Corp), Underwriting Agreement (Assembly Biosciences, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 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 RepresentativesRepresentative.

Appears in 3 contracts

Samples: Underwriting Agreement (Viveve Medical, Inc.), Underwriting Agreement (Viveve Medical, Inc.), Underwriting Agreement (Viveve Medical, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Gxxxxxx Procter 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 2 contracts

Samples: Underwriting Agreement (908 Devices Inc.), Underwriting Agreement (908 Devices Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 2 contracts

Samples: Underwriting Agreement (Cabaletta Bio, Inc.), Underwriting Agreement (Ocean Biomedical, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 (aTYR PHARMA INC), Underwriting Agreement (Global Blood Therapeutics, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 applicable 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 (Bluebird Bio, Inc.), Underwriting Agreement (Bluebird Bio, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 (Phreesia, Inc.), Underwriting Agreement (Phreesia, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 the form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

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

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 in the case of the opinion letter and Annex A-2 hereto in the case of the 10b-5 statement.

Appears in 2 contracts

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

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 2 contracts

Samples: Underwriting Agreement (Ikena Oncology, Inc.), Underwriting Agreement (Cabaletta Bio, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 (Ribbit LEAP, Ltd.), Underwriting Agreement (Axon Enterprise, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 2 contracts

Samples: Underwriting Agreement (Relay Therapeutics, Inc.), Underwriting Agreement (Phreesia, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 1 contract

Samples: Underwriting Agreement (Retail Properties of America, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 an 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 1 contract

Samples: Underwriting Agreement (Aptinyx Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter Procter, 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-1 and C-2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Braeburn Pharmaceuticals, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Each of Xxxxxxx Procter LLP, counsel for the Company, and Fish & Xxxxxxxxxx P.C., special counsel for the Company with respect to intellectual property, 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 1 contract

Samples: Underwriting Agreement (Mevion Medical Systems, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 1 contract

Samples: Underwriting Agreement (Global Blood Therapeutics, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Gxxxxxx Procter 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 an Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Aptinyx Inc.)

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Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 UnderwritersRepresentatives, in form and substance reasonably satisfactory to the Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Black Diamond Therapeutics, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Gxxxxxx Procter 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 an Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 1 contract

Samples: Underwriting Agreement (Aptinyx Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 in the case of the opinion letter and Annex A-2 hereto in the case of the 10b-5 statement.

Appears in 1 contract

Samples: Underwriting Agreement (Insulet Corp)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter Procter, 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, substantially in the form and substance reasonably satisfactory to the Representativesset forth in Annex A-1 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Amag Pharmaceuticals Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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, substantially in the form set forth in Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Medical Properties Trust Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Gxxxxxx Procter LLP, 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].

Appears in 1 contract

Samples: Underwriting Agreement (Avalonbay Communities Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Gxxxxxx Procter 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 1 contract

Samples: Underwriting Agreement (SpringWorks Therapeutics, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 1 contract

Samples: Underwriting Agreement (Avalonbay Communities Inc)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Metabolix, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Gxxxxxx Procter 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 UnderwritersRepresentative, in form and substance reasonably satisfactory to the RepresentativesRepresentative.

Appears in 1 contract

Samples: Underwriting Agreement (Black Diamond Therapeutics, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter Procter, 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, substantially in the form and substance reasonably satisfactory to the Representativesset forth in Annex A-1 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Amag Pharmaceuticals Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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, to the effect set forth in Exhibit III hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Praxis Precision Medicines, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter Procter, 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-1 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Amag Pharmaceuticals Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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, to the effect set forth in Exhibit II hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Praxis Precision Medicines, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. Xxxxxxx Procter 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 Representativeseffect set forth in Annex A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Virtusa Corp)

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