Common use of Opinion of Counsel for Company Clause in Contracts

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P., 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 7 contracts

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

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Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxx L.L.P.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 7 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx LLP, counsel for the Company, in form and substance 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(b) hereof.

Appears in 7 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.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 7 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the The favorable opinion and 10b-5 statement of Xxxxxx & Xxxxxx L.L.P.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(b5(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.)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxxx Chance 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 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. If requested by the Representatives, the The favorable opinion of Xxxxxx & Xxxxxx L.L.P.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 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. If requested by the Representatives, the favorable opinion of Xxxxxx Hunton & Xxxxxx L.L.P.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 4 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion and a “negative assurances” letter of Xxxxxx & Xxxxxx L.L.P.Proskauer Rose 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 4 contracts

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

Opinion of Counsel for Company. If requested by the RepresentativesUnderwriters, the favorable opinion and negative assurance letter of Xxxxxx Xxxx, Xxxxxxx & Xxxxxx L.L.P.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 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. If requested by the Representatives, the favorable opinion of Xxxxxx & 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(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. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Lxxxxxx 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 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. If requested by the Representatives, the favorable opinion and negative assurance statement of Xxxxxx & Xxxxxx L.L.P.Dechert 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 4 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.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 4 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxxx Chance US 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 4 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. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx Fenwick & Xxxxxx L.L.P.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(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. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx Xxxxxxxx & Xxxxxx L.L.P.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 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. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxxx Xxxxxxx LLP, counsel for the Company, and the favorable opinion of Hunton & Xxxxxxxx LLP, special 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(b) hereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Dynex Capital Inc), Underwriting Agreement (Dynex Capital Inc), Underwriting Agreement (Dynex Capital Inc)

Opinion of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx LLP, counsel for the Company, in form and substance 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(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. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxx and 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(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. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxx Day, counsel for the Company, in form and substance 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(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. If requested by the RepresentativesRepresentative, the favorable an opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx L.L.P.Xxxxxx, Professional Corporation, 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 3 contracts

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

Opinion of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.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(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. If requested by the Representatives, the favorable opinion of Xxxxxx (i) Mxxxxxxx & Xxxxxx L.L.P.Fxxxxxxx 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 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. If requested by the Representatives, the favorable opinion of Kulik, Gottesman, Xxxxxx & Xxxxxx L.L.P.Xxxxxx, 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 3 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx Xxxxxx, Xxxx & Xxxxxx L.L.P.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 3 contracts

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

Opinion of Counsel for Company. If requested by the RepresentativesUnderwriter, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.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(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. If requested by the Representatives, the favorable opinion of Xxxxxx Weil, Gotshal & Xxxxxx L.L.P.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(b5(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. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.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 subscribed for 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 (Prothena Corp PLC), Underwriting Agreement (Prothena Corp PLC), Underwriting Agreement (Prothena Corp PLC)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxx Day, 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(b6(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. If requested by the Representatives, the favorable opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx L.L.P.Xxxxxx, 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 3 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx Wachtell, Lipton, Xxxxx & Xxxxxx L.L.P.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(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. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.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 required by Section 5(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. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxx L.L.P.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(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. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.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 (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion opinion, and negative assurance letter, of Xxxxxx O’Melveny & Xxxxxx L.L.P.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(b) hereof.

Appears in 3 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx Xxxxxxx Xxxx & Xxxxxx L.L.P.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 3 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable an opinion of Xxxxxx & Xxxxxx L.L.P.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 3 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the The favorable opinion of Xxxxxx Xxxxxxxx & Xxxxxx L.L.P.Xxxxx 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 2 contracts

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

Opinion of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx & Xxxxxx L.L.P., 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 (Kinetik Holdings Inc.), Underwriting Agreement (Kinetik Holdings Inc.)

Opinion of Counsel for Company. If requested by the RepresentativesUnderwriter, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx Coie LLP, counsel for the Company, in form and substance 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(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P., 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(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. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx Steptoe & Xxxxxx L.L.P.Xxxxxxx LLP, counsel for the Company, in form and substance 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(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.LLP, counsel for the Company, in form and substance 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(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.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 2 contracts

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

Opinion of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Nxxxx Pxxxxxx 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 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx Xxxxx & Xxxxxx L.L.P.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 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the The favorable opinion of Xxxxxx Xxxxxxx, Phleger & Xxxxxx L.L.P.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 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx XxXxxxxxx Will & Xxxxxx L.L.P.Xxxxx 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 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxx L.L.P.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 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxx 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(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx Ropes & Xxxxxx L.L.P.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 required by Section 5(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxx L.L.P.LLP, counsel for the Company, each in form and substance 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(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx Xxxxxxxxx & Xxxxxx L.L.P.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 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxx Day, counsel for the Company, in form and substance 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(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion and negative assurance statement of Xxxxxx & Xxxxxx L.L.P.Dechert 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 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx Ropes & Xxxxxx L.L.P.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(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxx 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 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxx L.L.P.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 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxx 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 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. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxxxx Xxxx and Xxxx 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(b) hereof.

Appears in 2 contracts

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

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Opinion of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx Xxxxx Xxxx & Xxxxxx L.L.P.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 2 contracts

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

Opinion of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxxxx Traurig, P.A., counsel for the Company, in form and substance 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(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. If requested by the RepresentativesThe favorable opinion, the favorable opinion dated as of Xxxxxx & Xxxxxx L.L.P.such Date of Delivery, counsel for the Companyof each of counsels listed in Section 5(b), each in form and substance 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(b) hereof.

Appears in 2 contracts

Samples: u.s. Purchase Agreement (Mih LTD), u.s. Purchase Agreement (Global Telesystems Group Inc)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.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(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxx L.L.P.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 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxxxx 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 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion opinion(s), and negative assurance letter, of Xxxxxx & Xxxxxx L.L.P.LLP, corporate and intellectual property counsel for the Company, 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 opinion(s) and negative assurance letter(s) required by Section 5(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxx Day, 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 (Calyxt, Inc.), Underwriting Agreement (Calyxt, Inc.)

Opinion of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx Ropes & Xxxxxx L.L.P.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(b) hereof.

Appears in 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.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 required by Section 5(b) hereof.

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Underwriting Agreement (Quintana Energy Services Inc.), Underwriting Agreement

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.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 (Dutch Bros Inc.), Underwriting Agreement (Cardlytics, Inc.)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx LLP and 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 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.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 2 contracts

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

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxxx Chance US 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 Additional Notes 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 (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

Opinion of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.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 (Paramount Group, Inc.)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Gxxxxxxxx, Dxxxxxx Xxxxxx Vxxxxxxxxx Xxxxxxxx & Xxxxxx L.L.P.Hxxxxxxxx, 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 (Synacor, Inc.)

Opinion of Counsel for Company. If requested by the Representatives, the favorable The opinion of Xxxxxx Sxxxxxx & Xxxxxx L.L.P.Hxxxxx L.L.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: Purchase Agreement (Cobiz Inc)

Opinion of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion and negative assurance letter, of Xxxxxx & Xxxxxx L.L.P.Pillsbury Xxxxxxxx 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 and negative assurance letter required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Veracyte, Inc.)

Opinion of Counsel for Company. If requested by The favorable opinion, dated as of such Date of Delivery, of each of the Representativescounsels listed in Section 5(b), the favorable opinion of Xxxxxx & Xxxxxx L.L.P., counsel for the Company, each in form and substance 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(b) hereof.

Appears in 1 contract

Samples: u.s. Purchase Agreement (Global Telesystems Group Inc)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx Wxxxxxx Xxxx & Xxxxxx L.L.P.Gxxxxxxxx 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 ‎Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Victory Capital Holdings, Inc.)

Opinion of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion and separate negative assurance letter of Xxxxxx each of Xxxxxxxx Xxxxxxxxx & Xxxxxx L.L.P.PC, 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 letter required by Section 5(b) hereof.

Appears in 1 contract

Samples: Purchase Agreement (CONSOL Energy Inc)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxx L.L.P.Xxxxxxxxx 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 (Bowman Consulting Group Ltd.)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx Weil, Gotshal & Xxxxxx L.L.P.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(b6(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Southeastern Grocers, Inc.)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.counsel for the Company and Xxxx X. Xxxxxx, General Counsel, counsel for the Company, in the 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 (Stifel Financial Corp)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx L.L.P., counsel for the Company, Company Counsel 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 (Synacor, Inc.)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxxx Xxxxx Xxxxxx & Xxxxxx L.L.P.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 (Tetra Technologies Inc)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx Xxxxxxxx & Xxxxxx L.L.P.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 (John Bean Technologies CORP)

Opinion of Counsel for Company. If requested by the RepresentativesRepresentative, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxxx Chance US 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 (Retail Opportunity Investments Corp)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance statement of Xxxxxx XxXxxxxx & Xxxxxx L.L.P.English, 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 (Delcath Systems, Inc.)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx 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(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Aimmune Therapeutics, Inc.)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx Xxxxxxxxxxxx Xxxx & Xxxxxx L.L.P.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: Purchase Agreement (Kansas City Southern)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion of Xxxxxx Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxxxx L.L.P.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 required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Brookdale Senior Living Inc.)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion opinions of Xxxxxx & Xxxxxx L.L.P.Eversheds Sxxxxxxxxx (US) 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 opinions required by Section 5(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Runway Growth Finance Corp.)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx Xxxxxxxx & Xxxxxx L.L.P.Xxxxx 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 (Torrid Holdings Inc.)

Opinion of Counsel for Company. If requested by the Representatives, the The favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxxx Xxxxxxxx, P.C., counsel for the Company, in form and substance 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(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Univest Corp of Pennsylvania)

Opinion of Counsel for Company. If requested by the RepresentativesUnderwriter, the favorable opinion of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersUnderwriter, 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(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Prothena Corp PLC)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion and negative assurance letter of Xxxxxx Xxxx, Xxxxxxx & Xxxxxx L.L.P.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 (Blue Bird Corp)

Opinion of Counsel for Company. If requested by the Representatives, the favorable opinion opinions of Xxxxxx each of Xxxxx Xxxx & Xxxxxx L.L.P.Xxxxxxxx LLP and Buchalter, counsel PC, counsels 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 (Xponential Fitness, Inc.)

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