Common use of Opinion of Counsel for Company Clause in Contracts

Opinion of Counsel for Company. The favorable opinion and 10b-5 statement of Gxxxxxxx Mxxxxx, 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(c) hereof.

Appears in 7 contracts

Samples: Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.), Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.), Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.)

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Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx & 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(c5(b) hereof.

Appears in 7 contracts

Samples: Underwriting Agreement (Houlihan Lokey, Inc.), Underwriting Agreement (Houlihan Lokey, Inc.), Underwriting Agreement (ORIX HLHZ Holding LLC)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement negative assurance letter of Gxxxxxxx MxxxxxXxxxxx 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(c5(b) hereof.

Appears in 7 contracts

Samples: Underwriting Agreement (Vaxcyte, Inc.), Underwriting Agreement (Vaxcyte, Inc.), Underwriting Agreement (Finch Therapeutics Group, Inc.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx & Xxxxxx L.L.P., 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(c5(b) hereof.

Appears in 7 contracts

Samples: Underwriting Agreement (Focus Financial Partners Inc.), Underwriting Agreement (Focus Financial Partners Inc.), Underwriting Agreement (Focus Financial Partners Inc.)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement negative assurance letter of Gxxxxxxx MxxxxxXxxxxx & Xxxxxxx LLP, counsel for the Company, 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 required by Section 5(c5(b) hereof.

Appears in 7 contracts

Samples: Deposit Agreement (Ascendis Pharma a/S), Underwriting Agreement (Ascendis Pharma a/S), Deposit Agreement (Ascendis Pharma a/S)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxxx Chance 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(c5(b) hereof.

Appears in 5 contracts

Samples: Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

Opinion of Counsel for Company. The favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx & 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(c5(b) hereof.

Appears in 5 contracts

Samples: Underwriting Agreement (Hudson Pacific Properties, Inc.), Underwriting Agreement (Hudson Pacific Properties, Inc.), Underwriting Agreement (Hudson Pacific Properties, Inc.)

Opinion of Counsel for Company. The favorable opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and 10b-5 statement of Gxxxxxxx MxxxxxXxxx 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(c5(b) hereof.

Appears in 5 contracts

Samples: Underwriting Agreement (Franklin Street Properties Corp /Ma/), Danaher Corp /De/, Danaher Corp /De/

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxx 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(c5(b) hereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Tpi Composites, Inc), Underwriting Agreement (Tpi Composites, Inc), Underwriting Agreement (WisdomTree Investments, Inc.)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement negative assurance letter of Gxxxxxxx MxxxxxFenwick & West 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 required by Section 5(c5(b) hereof.

Appears in 4 contracts

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

Opinion of Counsel for Company. The favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxx 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(c5(b) hereof.

Appears in 4 contracts

Samples: Purchase Agreement (DCT Industrial Trust Inc.), Purchase Agreement (DCT Industrial Trust Inc.), Purchase Agreement (DCT Industrial Trust Inc.)

Opinion of Counsel for Company. The If requested by the Underwriters, the favorable opinion and 10b-5 statement negative assurance letter of Gxxxxxxx MxxxxxXxxx, Xxxxxxx & Xxxxxx 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(c5(b) hereof.

Appears in 4 contracts

Samples: Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxHunton & Xxxxxxxx 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(c5(b) hereof.

Appears in 4 contracts

Samples: Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Ag Mortgage (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (AG Mortgage Investment Trust, Inc.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx & Xxxxxx L.L.P., U.S. counsel for the Company, together with the opinion of Xxxxxx & Xxxxxx R.L.L.P., United Kingdom 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 required by Section 5(c5(b) hereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Venator Materials PLC), Underwriting Agreement (Venator Materials PLC), Underwriting Agreement (Venator Materials PLC)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement a “negative assurances” letter of Gxxxxxxx MxxxxxProskauer Rose 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(c5(b) hereof.

Appears in 4 contracts

Samples: Underwriting Agreement (RCS Capital Corp), Underwriting Agreement (Schorsch Nicholas S), Underwriting Agreement (RCS Capital Corp)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxxx Chance US 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(c5(b) hereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Execution (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Execution (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement negative assurance letter of Gxxxxxxx MxxxxxXxxxxxxx & Xxxxxxxx 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(c5(b) hereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Restoration Hardware Holdings Inc), Underwriting Agreement (Restoration Hardware Holdings Inc), Purchase Agreement (Restoration Hardware Holdings Inc)

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxLxxxxxx Xxxxxxxx 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(c5(b) hereof.

Appears in 4 contracts

Samples: Underwriting Agreement (MDNA Life Sciences, Inc.), Underwriting Agreement (MDNA Life Sciences, Inc.), Underwriting Agreement (MDNA Life Sciences, Inc.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 negative assurance statement of Gxxxxxxx MxxxxxDechert 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(c5(b) hereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Garrison Capital Inc.), Underwriting Agreement (WhiteHorse Finance, Inc.), Underwriting Agreement (WhiteHorse Finance, Inc.)

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, 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(c5(b) hereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Everest Consolidator Acquisition Corp), Underwriting Agreement (Everest Consolidator Acquisition Corp), Underwriting Agreement (Mercato Partners Acquisition Corp)

Opinion of Counsel for Company. The favorable opinion and 10b-5 statement negative assurance letter of Gxxxxxxx MxxxxxXxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, 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(c6(b) hereof. .

Appears in 3 contracts

Samples: Underwriting Agreement (One Stop Systems Inc), Underwriting Agreement (One Stop Systems Inc), Underwriting Agreement (One Stop Systems Inc)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion of Xxxxx and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxxxx 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(c5(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Bloomin' Brands, Inc.), Underwriting Agreement (Bloomin' Brands, Inc.), Underwriting Agreement (Bloomin' Brands, Inc.)

Opinion of Counsel for Company. The favorable If requested by the Representative, an opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 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(c5(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement, Underwriting Agreement (E2open Inc), Underwriting Agreement (E2open Inc)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxKulik, Gottesman, Xxxxxx & Xxxxxx, 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(c5(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Kennedy-Wilson Holdings, Inc.), Underwriting Agreement (Kennedy-Wilson Holdings, Inc.), Kennedy Wilson (Kennedy-Wilson Holdings, Inc.)

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, 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(c5(b) hereof.

Appears in 3 contracts

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

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and 10b-5 statement of Gxxxxxxx MxxxxxXxxx 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(c5(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Aileron Therapeutics Inc), Underwriting Agreement (Durata Therapeutics, Inc.), Underwriting Agreement (Durata Therapeutics, Inc.)

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, 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(c5(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Tandem Diabetes Care Inc), Underwriting Agreement (Tandem Diabetes Care Inc), Underwriting Agreement (Tandem Diabetes Care Inc)

Opinion of Counsel for Company. The If requested by the Underwriter, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersUnderwriter, 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(c5(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxWeil, Gotshal & Xxxxxx 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(c5(d) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Ross Acquisition Corp II), Underwriting Agreement (Ross Acquisition Corp II), Underwriting Agreement (Susser Holdings CORP)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxx Day, 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 ADSs to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c5(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Cellectis S.A.), Underwriting Agreement (Cellectis S.A.), Underwriting Agreement (Cellectis S.A.)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx & 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 subscribed for on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c5(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Prothena Corp PLC), Underwriting Agreement (Prothena Corp PLC), Underwriting Agreement (Prothena Corp PLC)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx Mxxxxx(i) Mxxxxxxx & Fxxxxxxx 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(c5(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Anzu Special Acquisition Corp I), Underwriting Agreement (Anzu Special Acquisition Corp I), Underwriting Agreement (Anzu Special Acquisition Corp I)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement of Gxxxxxxx MxxxxxWachtell, Lipton, Xxxxx & Xxxx, 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(c5(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Arlo Technologies, Inc.), Underwriting Agreement (Netgear, Inc), Underwriting Agreement (Arlo Technologies, Inc.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 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(c5(b) hereof.

Appears in 3 contracts

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

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxx Xxxx & Xxxxxxxxx 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(c5(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Ryerson Holding Corp), Purchase Agreement (Ryerson Holding Corp), Purchase Agreement (Cowen Group, Inc.)

Opinion of Counsel for Company. The favorable If requested by the Representatives, an opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxx 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(c5(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Control4 Corp), Underwriting Agreement (Control4 Corp), Underwriting Agreement (Control4 Corp)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxx Day, 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(c6(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx, Xxxx & Xxxxxxxx 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(c5(b) hereof.

Appears in 3 contracts

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

Opinion of Counsel for Company. The favorable opinion If requested by the Representatives, the opinion, and 10b-5 statement negative assurance letter, of Gxxxxxxx MxxxxxO’Melveny & 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 opinions and negative assurance letter required by Section 5(c5(b) hereof.

Appears in 3 contracts

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

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx & 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(c5(b) hereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxNxxxx Pxxxxxx 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Home Properties Inc), Underwriting Agreement (Home Properties Inc)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx Xxxxxxxx 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Bojangles', Inc.), Underwriting Agreement (Bojangles', Inc.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement negative assurance letter of Gxxxxxxx MxxxxxXxxxx & Xxxxxxxxx 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(c5(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxxxx Xxxxxxxx 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Y-mAbs Therapeutics, Inc.), Underwriting Agreement (Y-mAbs Therapeutics, Inc.)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxx Day, 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(c5(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and 10b-5 statement of Gxxxxxxx MxxxxxXxxx 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Ameresco, Inc.), Underwriting Agreement (Franklin Street Properties Corp /Ma/)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Nationstar Mortgage Holdings Inc.), Underwriting Agreement (Nationstar Mortgage Holdings Inc.)

Opinion of Counsel for Company. The favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxxx & 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(c5(b) hereof.

Appears in 2 contracts

Samples: Purchase Agreement (Otis Spunkmeyer Holdings Inc), Purchase Agreement (Prestige Brands Holdings, Inc.)

Opinion of Counsel for Company. The favorable opinion If requested by the Representatives, the opinions of Xxxxxx & Xxxxxx L.L.P. and 10b-5 statement of Gxxxxxxx MxxxxxMcAfee & Xxxx A Professional Corporation, 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 collectively to the same effect as the opinion required by Section 5(c5(b) hereof.

Appears in 2 contracts

Samples: Quintana Energy Services Inc., ir.quintanaenergyservices.com

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement negative assurance letter of Gxxxxxxx MxxxxxXxxxx Xxxxxx 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(c5(b) hereof.

Appears in 2 contracts

Samples: ALKALINE WATER Co INC, webfiles.thecse.com

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and 10b-5 statement of Gxxxxxxx MxxxxxXxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, 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(c5(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxRopes & Xxxx 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Milacron Holdings Corp.), Underwriting Agreement (Milacron Holdings Corp.)

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxRopes & Xxxx 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Milacron Holdings Corp.), Underwriting Agreement (Milacron Holdings Corp.)

Opinion of Counsel for Company. The favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxBrobxxx, Xxlexxx & Xarrxxxx XXX, counsel for the Company, in form and substance reasonably satisfactory to counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c5(b) hereof.

Appears in 2 contracts

Samples: Purchase Agreement (Wellpoint Health Networks Inc /Ca/), Purchase Agreement (Wellpoint Health Networks Inc /Ca/)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement negative assurance letter of Gxxxxxxx MxxxxxXxxxxx 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 required by Section 5(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Biomarin Pharmaceutical Inc), Underwriting Agreement (Biomarin Pharmaceutical Inc)

Opinion of Counsel for Company. The If requested by the Underwriter, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxx Coie LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersUnderwriter, 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Emeritus Corp\wa\), Underwriting Agreement (Emeritus Corp\wa\)

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 negative assurance statement of Gxxxxxxx MxxxxxDechert 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(c5(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx & Xxxxxx L.L.P., 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Kinetik Holdings Inc.), Underwriting Agreement (Kinetik Holdings Inc.)

Opinion of Counsel for Company. The favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxx, Phleger & Xxxxxxxx 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(c5(b) hereof.

Appears in 2 contracts

Samples: Purchase Agreement (Dura Pharmaceuticals Inc/Ca), Purchase Agreement (Dura Pharmaceuticals Inc/Ca)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxFried, Frank, Harris, Xxxxxxx & Xxxxxxxx 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Shutterstock, Inc.), Purchase Agreement (Penske Automotive Group, Inc.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxx Lovells US 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (BrightSpire Capital, Inc.), Underwriting Agreement (TTEC Holdings, Inc.)

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Opinion of Counsel for Company. The favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxx & Xxxxxxx L.L.P., counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, dated such Date of Delivery, relating to the Option Securities Shares to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c5(b)(i) hereof.

Appears in 2 contracts

Samples: New Plan Excel Realty Trust Inc, New Plan (New Plan Excel Realty Trust Inc)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Dutch Bros Inc.), Underwriting Agreement (Cardlytics, Inc.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx Mxxxxx, counsel for the CompanyDechert LLP, 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 opinions required by Section 5(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Morgan Stanley Direct Lending Fund), Underwriting Agreement (Morgan Stanley Direct Lending Fund)

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxx Xxxx & Xxxxxxxx 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Angie's List, Inc.), Underwriting Agreement (Angie's List, Inc.)

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxxxx Traurig, P.A., counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, 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(c5(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxx Day, 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 Shares to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Maxeon Solar Technologies, Ltd.), Underwriting Agreement (Maxeon Solar Technologies, Ltd.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxx Lovells US LLP, counsel for the Company, together with the favorable opinion of Xxxxx Lovells US LLP, tax 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 opinions required by Section 5(b) and Section 5(c) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Parkway Properties Inc), Underwriting Agreement (Parkway Properties Inc)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxxxx & Xxxxxxxx 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(c5(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxRopes & Xxxx 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Healthcare Services Acquisition Corp), Underwriting Agreement (Healthcare Services Acquisition Corp)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxXxxxxxx Will & 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (AG Mortgage Investment Trust, Inc.)

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx & Xxxxxx Xxxx 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(c5(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement negative assurance letter of Gxxxxxxx MxxxxxXxxxxx & 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (J.Jill, Inc.), Underwriting Agreement (Ipsco Tubulars Inc)

Opinion of Counsel for Company. The favorable opinion If requested by the Representatives, the opinion(s), and 10b-5 statement negative assurance letter, of Gxxxxxxx MxxxxxXxxxxx LLP, corporate and intellectual property counsel for the Company, 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 opinion(s) and negative assurance letter(s) required by Section 5(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Protagonist Therapeutics, Inc), Underwriting Agreement (Protagonist Therapeutics, Inc)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxxx Chance US 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 Additional Notes to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxSteptoe & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, 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(c5(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx LLP, counsel for the Company, 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(c5(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. The favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxMayer, Brown, Rxxx & Maw 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(c5(b) hereof.

Appears in 2 contracts

Samples: Purchase Agreement (Coinmach Service Corp), Purchase Agreement (Coinmach Service Corp)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxxx LLP and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxx 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(c5(b) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (American Assets Trust, Inc.), American Assets Trust, Inc.

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx & Xxxxxx 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(c5(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx & Xxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, 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(c5(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxx Day, 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(c5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Guardian Pharmacy Services, Inc.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxx Lord 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(c5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Dyax Corp)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement negative assurance letter of Gxxxxxxx MxxxxxXxxxxx 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 of such firm required by Section 5(c5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Lucira Health, Inc.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxx Lovells US 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(c5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (JBG SMITH Properties)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement negative assurance letter of Gxxxxxxx MxxxxxXxxx, Gotshal & Xxxxxx 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(c5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (First Watch Restaurant Group, Inc.)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx & Xxxxxx L.L.P., 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(c5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Quintana Energy Services Inc.)

Opinion of Counsel for Company. The favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxxxx, Xxx, Xxxxxxxx & Ford, LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, 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(c5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (First NBC Bank Holding Co)

Opinion of Counsel for Company. The favorable If requested by the Underwriters, the opinion and 10b-5 statement of Gxxxxxxx MxxxxxO’Melveny & 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(c6(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (YETI Holdings, Inc.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxxx 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(c5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Principia Biopharma Inc.)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxWeil, Gotshal & Xxxxxx 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(c5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Milacron Holdings Corp.)

Opinion of Counsel for Company. The favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxMayer, Brown, Xxxx & Maw 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(c5(b) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Appliance Warehouse of America Inc)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxBxxxx & MxXxxxxx 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(c5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Azz Inc)

Opinion of Counsel for Company. The favorable If requested by the Representatives, an opinion and 10b-5 statement a disclosure letter of Gxxxxxxx MxxxxxXxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company, 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 required by Section 5(c5(b) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Towers Watson & Co.)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement of Gxxxxxxx MxxxxxDxxxx Xxxxxx 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(c5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Y-mAbs Therapeutics, Inc.)

Opinion of Counsel for Company. The favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxMorgxx, Xxxxx & Xockxxx XXX, counsel for the Company, in form and substance reasonably satisfactory to counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c5(b) hereof.

Appears in 1 contract

Samples: National Oilwell Inc

Opinion of Counsel for Company. The If requested by the Representative(s), the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxXxxxx 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(c5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Potbelly Corp)

Opinion of Counsel for Company. The If requested by the Representative, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxWeil, Gotshal & Xxxxxx 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(c5(d) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Susser Holdings CORP)

Opinion of Counsel for Company. The If requested by the Representatives, the favorable opinion and 10b-5 statement of Gxxxxxxx MxxxxxMiller, Egan, Xxxxxx & Xxxxxx 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(c5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Masergy Communications Inc)

Opinion of Counsel for Company. The favorable If requested by the Representatives, the opinion and 10b-5 statement negative assurance letter of Gxxxxxxx MxxxxxRopes & Xxxx 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(c5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Surgery Partners, Inc.)

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