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. The Underwriters shall have received, on and as of Closing Date or any Additional Closing Date, as the case may be, the written opinion and 10b-5 statement, dated the Closing Date or any Additional Closing Date, as the case may be, and addressed to the Representatives, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for the Underwriters.

Appears in 2 contracts

Samples: Credit Agreement (Oasis Petroleum Inc.), Oasis Petroleum Inc.

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Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Xxxxxxxxx & Xxxxxxxx LLP, counsel for the Company, shall have receivedfurnished to the Underwriter, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the their written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriter, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for the UnderwritersUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Southern National Bancorp of Virginia Inc), Southern National Bancorp of Virginia Inc

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Xxxxxxxx & Xxxxx LLP, counsel for the Company, shall have receivedfurnished to the Underwriter, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the their written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriters, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for the UnderwritersUnderwriter.

Appears in 2 contracts

Samples: Sirona Dental (Sirona Dental Systems, Inc.), Sirona Dental (Sirona Dental Systems, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Xxxxxxx Xxxxxx LLP, counsel for the Company, shall have receivedfurnished to the Underwriter, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the their written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriter, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for Underwriter, to the Underwriterseffect set forth in Annex A hereto.

Appears in 2 contracts

Samples: Umpqua Holdings Corp, Umpqua Holdings Corp

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, shall have receivedfurnished to the Underwriter, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the their written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriter, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for Underwriter, to the Underwriterseffect set forth in Annex A hereto.

Appears in 2 contracts

Samples: Idenix Pharmaceuticals Inc, Idenix Pharmaceuticals Inc

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Underwriter shall have received, on and as of Closing Date or any Additional Closing Date, as the case may be, the written opinion and 10b-5 statement, dated the Closing Date or any Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriter, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters Underwriter and counsel for the UnderwritersUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Oasis Petroleum Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Manatt, Xxxxxx & Xxxxxxxx, LLP, counsel for the Company, shall have receivedfurnished to the Underwriter, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the their written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriter, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for the UnderwritersUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Impac Mortgage Holdings Inc)

Opinion and 10b-5 Statement of Counsel for the Company. The On the Closing Date, the Underwriters shall have receivedreceived the opinion, on and dated as of Closing Date or any Additional Closing Date, as the case may be, the written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriters, from Xxxxxx of Fried, Frank, Harris, Xxxxxxx & Xxxxxx L.L.P.Xxxxxxxx LLP, counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for the Underwriters. In rendering such opinion, such counsel shall have received and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such matters.

Appears in 1 contract

Samples: Underwriting Agreement (Aleris Corp)

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP and Xxxxxxx Xxxxx LLP, counsel for the Company, shall have receivedfurnished to the Underwriter, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the their written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriter, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters Underwriter, to the effect set forth in Annex A-1 and counsel for the UnderwritersA-2 to this Agreement, respectively.

Appears in 1 contract

Samples: Ramco Gershenson Properties Trust

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Xxxx, Gotshal & Xxxxxx LLP, counsel for the Company, shall have receivedfurnished to the Underwriters, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the their written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriters, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for the Underwriters.

Appears in 1 contract

Samples: Sovos Brands, Inc.

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters shall have received, on and as of Closing Date or any Additional On the Closing Date, as Akin Gump Sxxxxxx Hxxxx & Fxxx L.L.P., counsel for the case may beCompany, shall have furnished to the Underwriters, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or any Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriters, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for Underwriters, to the Underwriterseffect set forth in Annex A-1 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Laredo Petroleum, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Sxxxxxxx, Xxxxxx, Rxxxxxx & Hxxxxxx LLP, counsel for the Company, shall have receivedfurnished to the Underwriters, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the its written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriters, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Legacy Education Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Xxxxxxxx & Xxxxx LLP, counsel for the Company, shall have receivedfurnished to the Underwriter, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the their written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriter, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for the UnderwritersUnderwriter.

Appears in 1 contract

Samples: Sirona Dental (Sirona Dental Systems, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, shall have receivedfurnished to the Underwriters, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the their written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriters, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for Underwriters, to the Underwriterseffect set forth in Annex B-1 hereto.

Appears in 1 contract

Samples: Acushnet Holdings Corp.

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Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company, shall have receivedfurnished to the Underwriters, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the their written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriters, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for the Underwriters.

Appears in 1 contract

Samples: Ultragenyx Pharmaceutical Inc.

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Xxxxxxxxx & Xxxxxxx LLP, counsel for the Company, shall have receivedfurnished to the Underwriter, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the their written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriter, from Xxxxxx & Xxxxxx L.L.P.with respect to such matters as the Underwriter may reasonably request, and such counsel for the Company, in substantially the form set forth shall have received such documents and information as Exhibit A and in form and substance they may reasonably satisfactory request to the Underwriters and counsel for the Underwritersenable them to pass upon such matters.

Appears in 1 contract

Samples: Acorda Therapeutics Inc

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Xxxxxx LLP, counsel for the Company, shall have receivedfurnished to the Underwriter, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the its written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the Representatives, from Xxxxxx & Xxxxxx L.L.P., counsel for the CompanyUnderwriter, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for the UnderwritersUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Senseonics Holdings, Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Cxxxxx LLP, counsel for the Company, shall have receivedfurnished to the Underwriters, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the their written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriters, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for the Underwriters.

Appears in 1 contract

Samples: WEB.COM Group, Inc.

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Txxxxxxx Pxxxxx Xxxxxxxx Sxxxxxx LLP, counsel for the Company, shall have receivedfurnished to the Underwriter, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the their written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriter, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for the Underwriters.Underwriter

Appears in 1 contract

Samples: Underwriting Agreement (SONDORS Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters shall have received, on and as of Closing Date or any Additional Closing Date, as the case may be, the written opinion and 10b-5 statement, dated the Closing Date or any Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriters, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Oasis Petroleum Inc.)

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Xxxxxx Frome Xxxxxxx LLP, counsel for the Company, shall have receivedfurnished to the Underwriter, on and as at the request of Closing Date or any Additional Closing Datethe Company, as the case may be, the their written opinion and 10b-5 statement, dated the Closing Date or any the Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriter, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters and counsel for the UnderwritersUnderwriter.

Appears in 1 contract

Samples: Pharmacyclics Inc

Opinion and 10b-5 Statement of Counsel for the Company. The Underwriters Underwriter shall have received, on and as of Closing Date or any Additional Closing Date, as the case may be, the written opinion and 10b-5 statement, dated the Closing Date or any Additional Closing Date, as the case may be, and addressed to the RepresentativesUnderwriter, from Xxxxxx & Xxxxxx L.L.P., counsel for the Company, in substantially the form set forth as Exhibit A and in form and substance reasonably satisfactory to the Underwriters Underwriter and counsel for the UnderwritersUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Oasis Petroleum Inc.)

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