Common use of Opinion and Negative Assurance Letter of Counsel for Company Clause in Contracts

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 8 contracts

Samples: Underwriting Agreement (Gossamer Bio, Inc.), Underwriting Agreement (Gossamer Bio, Inc.), Underwriting Agreement (Gossamer Bio, Inc.)

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Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx, Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 6 contracts

Samples: Underwriting Agreement (89bio, Inc.), Underwriting Agreement (89bio, Inc.), Underwriting Agreement (89bio, Inc.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (PROCEPT BioRobotics Corp), Underwriting Agreement (PROCEPT BioRobotics Corp), Underwriting Agreement (PROCEPT BioRobotics Corp)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable an opinion and negative assurance letter of Xxxxxx & Xxxxxxx Procter LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (MeridianLink, Inc.), Underwriting Agreement (Project Angel Parent, LLC)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLPXxxxxx, P.C., counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Applied Molecular Transport Inc.), Underwriting Agreement (Applied Molecular Transport Inc.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the RepresentativesRepresentative(s), the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (MEI Pharma, Inc.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxx Xxxxxxxxx, LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Cortexyme, Inc.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion of and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Turnstone Biologics Corp.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel for the Company, together with the favorable opinion of Wolf, Greenfield & Sacks, P.C., special intellectual property counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b6(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Advanced BioHealing Inc)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx Xxxxxx, Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Montrose Environmental Group, Inc.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion and negative assurance letter required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Akouos, Inc.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxxx Cxxxxx LLP, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, each dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion and negative assurance letter of such firm required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Invea Therapeutics, Inc)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the RepresentativesRepresentative(s), the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLPPLLC, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Rockwell Medical, Inc.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the The favorable opinion and negative assurance letter of Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP, counsel for the CompanyCompany Counsel, in form and substance satisfactory to counsel for the Underwriters, dated such Date of DeliveryOption Closing Date, relating to the Option Securities to be purchased on such Option Closing Date of Delivery and otherwise to the same effect as the opinion and negative assurance letter required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Volcom Inc)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion and negative assurance letter required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Acumen Pharmaceuticals, Inc.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable an opinion and negative assurance letter of Xxxxxx Ropes & Xxxxxxx Xxxx LLP, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion and negative assurance letter required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Fortegra Group, LLC)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx Ropes & Xxxxxxx Gray LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion and negative assurance letter required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Acumen Pharmaceuticals, Inc.)

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Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Puma Biotechnology, Inc.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLPMintz, Levin, Cohen, Ferris, Glovsky and Popeo, P.C., counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (OvaScience, Inc.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Convey Holding Parent, Inc.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx Cravath, Swaine & Xxxxxxx Mxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Convey Holding Parent, Inc.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxxx Procter LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (PepGen Inc.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable an opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLPXxxxxx, P.C., counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Medallia, Inc.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the RepresentativesUnderwriters, the favorable opinion and negative assurance letter of Xxxxxx Mxxxxx, Xxxxx & Xxxxxxx Bxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Bruker Corp)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable an opinion and negative assurance letter of Xxxxxx & Xxxxxxx Procter LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (MeridianLink, Inc.)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the Representatives, the favorable an opinion and negative assurance letter of Xxxxxx Ropes & Xxxxxxx Gray LLP, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion and negative assurance letter required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Fortegra Group, Inc)

Opinion and Negative Assurance Letter of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to together with the favorable opinion of K&L Gates LLP, special intellectual property counsel for the UnderwritersCompany, each dated such Date of Delivery, Delivery and relating to the Option Securities to be purchased on such Date of Delivery Delivery, and otherwise to the same effect as the applicable opinion or negative assurance letter required by Section 5(a) or 5(b) hereof, as the case may be.

Appears in 1 contract

Samples: Convertible Senior Notes Purchase Agreement (Mannkind Corp)

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