Common use of Opinion of Counsel for Company Clause in Contracts

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinions, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporation, counsel for the Company, in the form of Exhibit A-1 and Exhibit A-2 hereto.

Appears in 4 contracts

Samples: Underwriting Agreement (RAIT Financial Trust), Underwriting Agreement (RAIT Financial Trust), Underwriting Agreement (RAIT Financial Trust)

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Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationHunton & Xxxxxxxx LLP, counsel for the Company, together with signed or reproduced copies of such letter for each of the other Underwriters substantially in the form of attached as Exhibit A-1 and Exhibit A-2 hereto.

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. At the Closing TimeDate, the Representatives shall have received the favorable opinions, addressed to the Underwriters and dated the as of Closing TimeDate, of Ledgewood, a professional corporationXxxxxxxx & Xxxxx LLP, counsel for the Company (“K&E”), and of the Company’s General Counsel, in form and substance reasonably satisfactory to the form Representatives, together with signed or reproduced copies of Exhibit A-1 and Exhibit A-2 heretosuch opinions for each of the other Underwriters.

Appears in 3 contracts

Samples: Underwriting Agreement (Carvana Co.), Underwriting Agreement (Carvana Co.), Underwriting Agreement (Carvana Co.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinions, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationXxxxxxxx Xxxxxxx LLP, counsel for the Company, Company to the effect set forth in the form of Exhibit A-1 hereto, and Hunton & Xxxxxxxx LLP, special counsel for the Company to the effect set forth in Exhibit A-2 hereto, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 3 contracts

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

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion and 10b-5 statement, addressed to the Underwriters and dated the Closing Time, of LedgewoodXxxxxx & Xxxxxxx LLP, a professional corporation, US counsel for the CompanyCompany and Xxxxxx & Xxxxxxx (London) LLP, UK, each in form and substance satisfactory to counsel for the form Underwriters, together with signed or reproduced copies of Exhibit A-1 and Exhibit A-2 heretosuch letter for each of the other Underwriters.

Appears in 2 contracts

Samples: Underwriting Agreement, Underwriting Agreement (MeiraGTx Holdings PLC)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion and 10b-5 statement, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationXxxxxxx Procter LLP, counsel for the Company, in form and substance satisfactory to counsel for the form Underwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of Exhibit A-1 and Exhibit A-2 heretosuch letter for each of the other Underwriters.

Appears in 2 contracts

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

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of LedgewoodXxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a professional corporationP.C., counsel for the Company, in the form of which is attached as Exhibit A-1 and Exhibit A-2 heretoA, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 2 contracts

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

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationXxxxx Day, counsel for the Company, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in the form of Exhibit A-1 and Exhibit A-2 hereto.

Appears in 2 contracts

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

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the as of Closing Time, of Ledgewood, a professional corporationBxxxx Xxxx LLP, counsel for the Company, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in the form of Exhibit A-1 and Exhibit A-2 A hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Memc Electronic Materials Inc), Underwriting Agreement (Memc Electronic Materials Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationHolland & Knight LLP, counsel for the Company, in form and substance satisfactory to the Representative and substantially in the form of Exhibit A-1 A hereto, respectively, together with signed or reproduced copies of such letters for each of the other Underwriters, in form and Exhibit A-2 heretosubstance reasonably satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (Pacific Premier Bancorp Inc), Underwriting Agreement (Pacific Premier Bancorp Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of LedgewoodMintz, a professional corporationLevin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Company, in form and substance satisfactory to counsel for the form Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A-1 and Exhibit A-2 A hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Intercept Pharmaceuticals Inc), Underwriting Agreement (Intercept Pharmaceuticals Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationXxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company, in form and substance attached hereto as Exhibit A, together with signed or reproduced copies of such letter for each of the form of Exhibit A-1 and Exhibit A-2 heretoother Underwriters.

Appears in 1 contract

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

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationHolland & Knight LLP, counsel for the Company, in form and substance hitherto agreed with counsel for the form Underwriters, together with signed or reproduced copies of Exhibit A-1 and Exhibit A-2 heretosuch letter for each of the other Underwriters.

Appears in 1 contract

Samples: Purchase Agreement (Keyw Holding Corp)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the as of Closing Time, of Ledgewood, a professional corporationBryan Cave LLP, counsel for the Company, together with signed or reproxxxxx xxxxes of such letter for each of the other Underwriters to the effect set forth in the form of Exhibit A-1 and Exhibit A-2 A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Memc Electronic Materials Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationXxxxx Lovells US LLP, counsel for the Company, in form and substance satisfactory to the Representative and substantially in the form of Exhibit A-1 A hereto, respectively, together with signed or reproduced copies of such letters for each of the other Underwriters, in form and Exhibit A-2 heretosubstance reasonably satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Cambridge Bancorp)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of LedgewoodWeil, a professional corporationGotshal & Xxxxxx LLP, counsel for the Company, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially in the form of Exhibit A-1 and Exhibit A-2 hereto.set forth in Annex A.

Appears in 1 contract

Samples: Underwriting Agreement (Milacron Holdings Corp.)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinions, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporation, counsel for the Company, in the form of Exhibit A-1 and Exhibit A-2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (RAIT Financial Trust)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion and 10b-5 statement, addressed to the Underwriters and dated the Closing Time, of LedgewoodXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, a professional corporationP.C., counsel for the Company, in form and substance reasonably satisfactory to counsel for the form Initial Purchasers, together with signed or reproduced copies of Exhibit A-1 and Exhibit A-2 heretosuch letter for each of the other Initial Purchasers.

Appears in 1 contract

Samples: Purchase Agreement (Medallia, Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of LedgewoodMorgxx, a professional corporationXxxxx & Xockxxx XXX, counsel for the Company, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in the form of Exhibit A-1 and Exhibit A-2 A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (OM Asset Management PLC)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received (i) the favorable opinionsopinion and disclosure letter, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationXxxxxxxx & Xxxxxxxx LLP, counsel for the Company, in the form of Exhibit A-1 A hereto, and (ii) the favorable opinion, dated the Closing Time, of Silver, Xxxxxxxx, Taff & Xxxxxxx LLP, in the form of Exhibit A-2 B hereto, together with signed or reproduced copies of such letters for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Banc of California, Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationXxxxx Day, counsel for the Company, in form and substance satisfactory to counsel for the form Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A-1 and Exhibit A-2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Cellectis S.A.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated as of the Closing Time, of Ledgewood, a professional corporationBattle Fowlxx XXX, counsel for each of the Company, the Operating Partnership, the Subsidiaries, and the Predecessor Entities, in form and substance satisfactory to counsel for the form U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters, to the effect set forth in Exhibit A-1 and Exhibit A-2 B hereto.

Appears in 1 contract

Samples: u.s. Purchase Agreement (Tower Realty Trust Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the as of Closing Time, of Ledgewood, a professional corporationWhite & Case LLP, counsel for the Company, together with signed or reproduced copies of such letter for each of the other Underwriters in the form of set forth in Exhibit A-1 and Exhibit A-2 A hereto.

Appears in 1 contract

Samples: Purchase Agreement (Golfsmith International Holdings Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the as of Closing Time, of LedgewoodTorys LLP, a professional corporation, Canadian and U.S. counsel for the Company, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in the form of Exhibit A-1 A and Exhibit A-2 B hereto.

Appears in 1 contract

Samples: Terms Agreement (Thomson Corp /Can/)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationAxxxxx & Bird LLP, counsel for the Company, in form and substance satisfactory to the Representative and substantially in the form of Exhibit A-1 A hereto, respectively, together with signed or reproduced copies of such letters for each of the other Underwriters, in form and Exhibit A-2 heretosubstance reasonably satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (First Bancshares Inc /MS/)

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Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of LedgewoodPillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, a professional corporation, securities counsel for the Company, together with signed or reproduced copies of such letter for each of the other Initial Purchasers substantially to the effect set forth in the form of Exhibit A-1 and Exhibit A-2 A hereto.

Appears in 1 contract

Samples: Purchase Agreement (Blackhawk Network Holdings, Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationXxxxxxx Procter LLP, counsel for the Company, in form and substance satisfactory to counsel for the form Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A-1 and Exhibit A-2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Omthera Pharmaceuticals, Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationXxxxx Lovells US LLP, counsel for the Company, in form and substance satisfactory to the form Representative and substantially in the forms of Exhibit A-1 A hereto, respectively, together with signed or reproduced copies of such letters for each of the other Underwriters, in form and Exhibit A-2 heretosubstance reasonably satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (NBT Bancorp Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationDLA Piper LLP (US), counsel for the Company, in form and substance satisfactory to counsel for the form Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A-1 and Exhibit A-2 hereto.A

Appears in 1 contract

Samples: Underwriting Agreement (Teavana Holdings Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the as of Closing Time, of Ledgewood, a professional corporationBryan Cave LLP, counsel for the Company, together with signed or reproduxxx xxxxxx of such letter for each of the other Underwriters to the effect set forth in the form of Exhibit A-1 and Exhibit A-2 A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Memc Electronic Materials Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsan opinion, addressed to the Underwriters and dated the as of Closing Time, of Ledgewood, a professional corporationCxxxxx Godward LLP, counsel for the Company, to the effect set forth in Exhibit A hereto, together with signed or reproduced copies of such letter for each of the form of Exhibit A-1 and Exhibit A-2 heretoother Underwriters.

Appears in 1 contract

Samples: Purchase Agreement (Replidyne Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationXxxxxxx XxXxxxxxx LLP, counsel for the Company, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in the form of Exhibit A-1 and Exhibit A-2 A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (OM Asset Management LTD)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received (a) the favorable opinionsopinion and (b) a letter, addressed to the Underwriters and each dated the as of Closing Time, of LedgewoodXxxxx Day, a professional corporation, special counsel for the Company, in the form of set forth in Exhibit A-1 A and Exhibit A-2 heretoB, respectively, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters.

Appears in 1 contract

Samples: Purchase Agreement (Timken Co)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of LedgewoodXxxxxxx, a professional corporationArps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the form Representatives, together with signed or reproduced copies of Exhibit A-1 and Exhibit A-2 heretosuch letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Trimble Inc.)

Opinion of Counsel for Company. At the Closing Time, the U.S. Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the as of Closing Time, of LedgewoodLathxx & Xatkxxx, a professional corporation, counsel xxunsel for the Company, in form and substance satisfactory to counsel for the form Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A-1 and Exhibit A-2 A hereto.

Appears in 1 contract

Samples: u.s. Purchase Agreement (Viasat Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received (a) the favorable opinionsopinion and (b) a letter, addressed to the Underwriters and each dated the as of Closing Time, of LedgewoodJones Day, a professional corporation, special counsel for the Company, in the form of set fortx xx Exhibit A-1 A and Exhibit A-2 heretoB, respectively, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters.

Appears in 1 contract

Samples: Purchase Agreement (Timken Co)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the as of Closing Time, of Ledgewood, a professional corporationBryan Cave LLP, counsel for the Company, together with signed or reproxxxxx xxxxes of such letter for each of the other Underwriters, to the effect set forth in the form of Exhibit A-1 and Exhibit A-2 A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Memc Electronic Materials Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of LedgewoodXxxxxx, a professional corporationXxxxx & Bockius LLP, counsel for the Company, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in the form of Exhibit A-1 and Exhibit A-2 A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (OM Asset Management PLC)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinions, addressed to the Underwriters and each dated the as of Closing Time, of Ledgewood, a professional corporation(A) Winston & Xxxxxx LLP, counsel for the Company, to the effect set forth in the form of Exhibit A-1 hereto and (B) Fish & Xxxxxxxxxx P.C., patent counsel for the Company, to the effect set forth in Exhibit A-2 hereto, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Ipg Photonics Corp)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinionsopinion, addressed to the Underwriters and dated the Closing Time, of Ledgewood, a professional corporationXxxxxxx & Xxx P.C., counsel for the Company, in form and substance satisfactory to the Representative and substantially in the form of Exhibit A-1 B hereto, respectively, together with signed or reproduced copies of such letters for each of the other Placement Agents, in form and Exhibit A-2 heretosubstance reasonably satisfactory to the Representative.

Appears in 1 contract

Samples: Placement Agency Agreement (Republic First Bancorp Inc)

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