Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.
Appears in 16 contracts
Samples: Kellanova, Kellogg Co, Kellanova
Opinion of Counsel for the Company. The Company shall have furnished to the Underwriters the opinion and negative assurance letter of Xxxxxxxx & Xxxxx LLP, as counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesDate, to the effect set forth in Annex C B hereto.
Appears in 8 contracts
Samples: Underwriting Agreement (Whirlpool Corp /De/), Underwriting Agreement (Whirlpool Corp /De/), Underwriting Agreement (Whirlpool Corp /De/)
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, Representatives their written opinion, dated the Closing Date and addressed to the UnderwritersDate, in form and substance reasonably satisfactory to the Representatives, to the effect as set forth in Annex C on Exhibit A-1 hereto.
Appears in 6 contracts
Samples: Underwriting Agreement (Airgas Inc), Underwriting Agreement (Airgas Inc), Underwriting Agreement (Airgas Inc)
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLP, counsel for the Company, The Representative shall have furnished to the Representatives, at the request of the Company, their written received an opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Company, to the effect set forth in Annex C hereto. All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.
Appears in 5 contracts
Samples: www.sec.gov, Underwriting Agreement (Campbell Soup Co), Underwriting Agreement (Campbell Soup Co)
Opinion of Counsel for the Company. Xxxxxx, Xxxx & Xxxxxxxx & Xxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.that (subject to customary qualifications, assumptions and limitations):
Appears in 5 contracts
Samples: Underwriting Agreement (CalAtlantic Group, Inc.), CalAtlantic Group, Inc., Standard Pacific Corp /De/
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxx & Xxxxx Xxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative on and as of the Closing Date, at the request of the Company, their written opinion, dated the Closing Date and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C A hereto.
Appears in 4 contracts
Samples: Range Resources Corp, Range Resources Corp, Range Resources Corp
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxx & Xxxxx Xxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 4 contracts
Samples: Range Resources Corp, Range Resources Corp, Range Resources Corp
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Xxxxxxx XxXxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A-2 hereto.
Appears in 4 contracts
Samples: Underwriting Agreement (Raytheon Co/), Underwriting Agreement (Raytheon Co/), Underwriting Agreement (Raytheon Co/)
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLP, counsel Counsel for the Company, Company shall have furnished to the Representatives, at the request of the Company, their its written opinionopinions, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C B hereto.
Appears in 3 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)
Opinion of Counsel for the Company. Xxxxxxxx Vxxxxx & Xxxxx Exxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C A hereto.
Appears in 3 contracts
Samples: Range Resources Corp, Range Resources Corp, Range Resources Corp
Opinion of Counsel for the Company. Xxxxxxxx & Rxxx Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 3 contracts
Samples: Underwriting Agreement (Volcano CORP), Underwriting Agreement (Volcano CORP), Volcano CORP
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLP, counsel for the Company, The Representative shall have furnished to received the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, from each of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representatives, Representative and counsel for the Underwriters to the effect set forth in Annex C hereto.
Appears in 3 contracts
Samples: Rosetta Resources Inc., Rosetta Resources Inc., Rosetta Resources Inc.
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLPPC, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C D hereto.
Appears in 3 contracts
Samples: Purchase Agreement (Hornbeck Offshore Services Inc /La), Purchase Agreement (Hornbeck Offshore Services Inc /La), Hornbeck Offshore Services Inc /La
Opinion of Counsel for the Company. Cxxxxx Xxxxxxxx Xxxxx & Xxxxx Hxxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C B hereto.
Appears in 2 contracts
Samples: Underwriting Agreement (Lafarge), Underwriting Agreement (Lafarge)
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLP, counsel for the Company, The Representatives shall have furnished to the Representatives, at the request of the Company, their written received an opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Company, to the effect set forth in Annex C hereto. All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (Campbell Soup Co), Underwriting Agreement (Campbell Soup Co)
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Cxxxxx Godward Kronish LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 2 contracts
Samples: Mannkind Corp, Volcano CORP
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxx & Xxxxx Whitney LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C heretoRepresentative.
Appears in 2 contracts
Samples: EnteroMedics Inc, EnteroMedics Inc
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C A hereto.
Appears in 2 contracts
Samples: Cbeyond Communications Inc, Cbeyond Communications Inc
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Xxxxxx and Xxxxx, LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 2 contracts
Samples: Exco Resources Inc, Exco Resources Inc
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxx & Xxxxx LLPXxxxxx L.L.P., counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A-1 hereto.
Appears in 2 contracts
Samples: Forum Energy Technologies, Inc., Forum Energy Technologies, Inc.
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLPRxxxxx X. Xxxxxxx, Xx., inside counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their his written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C Exhibit A hereto.
Appears in 2 contracts
Samples: Comerica Inc /New/, Comerica Inc /New/
Opinion of Counsel for the Company. Xxxxxxxx Vxxxxx & Xxxxx Exxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 2 contracts
Samples: Underwriting Agreement (Range Resources Corp), Underwriting Agreement (Range Resources Corp)
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Gardere Wxxxx Xxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesUnderwriter, at the request of the Company, their written opinion, dated the Closing Date and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the RepresentativesUnderwriter, to the effect set forth in Annex C A hereto.
Appears in 2 contracts
Samples: Universal Compression (Weatherford International LTD), Universal Compression Inc
Opinion of Counsel for the Company. Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C B hereto.
Appears in 2 contracts
Samples: Kellogg Co, Kellogg Co
Opinion of Counsel for the Company. Xxxxxxxx (i) Xxxxxx & Xxxxx LLPXxxxxx L.L.P., counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, substantially to the effect set forth in Annex C C-1 hereto.
Appears in 2 contracts
Samples: Credit Agreement (Lone Pine Resources Inc.), Underwriting Agreement (Lone Pine Resources Inc.)
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxx & Xxxxx Xxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 2 contracts
Samples: Range Resources Corp, Range Resources Corp
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLPXxxxx L.L.P., counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date Date, or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A-1 hereto.
Appears in 2 contracts
Samples: Forum Energy Technologies, Inc., Forum Energy Technologies, Inc.
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion, opinion and negative assurance letter dated the Closing Date or the Option Closing Date, as the case may be, and addressed to the UnderwritersRepresentatives, in form and substance reasonably satisfactory to the Representatives, Representatives and to counsel to the effect set forth in Annex C heretoUnderwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (Northern Oil & Gas, Inc.), Underwriting Agreement (Northern Oil & Gas, Inc.)
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLP, counsel Counsel for the Company, Company shall have furnished to the RepresentativesRepresentative, at the request of the Company, their its written opinionopinions, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C B hereto.
Appears in 2 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLP, counsel Counsel for the Company, Company shall have furnished to the Representatives, at the request of the Company, their its written opinionopinions, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C B hereto.
Appears in 2 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)
Opinion of Counsel for the Company. Xxxxxx, Xxxx & Xxxxxxxx & Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.that (subject to customary qualifications, assumptions and limitations):
Appears in 2 contracts
Samples: Standard Pacific Corp /De/, Standard Pacific Corp /De/
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLPXxxxxx and Xxxxxx, Professional Association, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.that:
Appears in 2 contracts
Samples: Underwriting Agreement (Pepsiamericas Inc/Il/), Underwriting Agreement (Pepsiamericas Inc/Il/)
Opinion of Counsel for the Company. Xxxxxxxx Vxxxxx & Xxxxx Exxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Range Resources Corp
Opinion of Counsel for the Company. Xxxxxxxx (i) Xxxxxx & Xxxxx LLPXxxxxx L.L.P., counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C D-1 hereto.
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxxxx Xxxxx & Xxxxx Xxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentatives and the Forward Purchaser, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersUnderwriters and the Forward Purchaser, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: WPS Resources Corp
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Xxxxxx Godward Kronish LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinionopinion and negative assurance letter, each dated the Closing Date Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Seattle Genetics Inc /Wa
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLPBxxxx Bxxxx L.L.P., counsel for the Company, shall have furnished to the RepresentativesUnderwriter, at the request of the Company, their written opinion, dated the Closing Date Date, and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the RepresentativesUnderwriter, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Encore Acquisition Co
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLPThxxxxxx Xixx XLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinionopinion and negative assurance statement, dated the Closing Date Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C heretoRepresentative.
Appears in 1 contract
Samples: Palatin Technologies Inc
Opinion of Counsel for the Company. Xxxxxxxx Dxxxx Xxxxxx & Xxxxx Sxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, substantially to the effect set forth in Annex C hereto.
Appears in 1 contract
Samples: Delta Petroleum Corp/Co
Opinion of Counsel for the Company. Xxxxxxxx Xxxxx Xxxx & Xxxxx LLPXxxxxxxx, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex B hereto. Internal counsel of the Company shall have furnished to the Representative his written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex C hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Oracle Corp)
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLP, counsel for the Company, The Representative shall have furnished to the Representatives, at the request of the Company, their written received an opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx, counsel for the Company, to the effect set forth in Annex C hereto. All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxxxx & Fxxxx Xxxxx LLPTxxx LLC, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C B hereto.
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxx, Xxxx & Xxxxxxxx & Xxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C B hereto.
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxxxx Kxxxxx Xxxxxx Zxxxx Xxxxxxxx, Hxxxxx & Xxxxx LLPWxxxxxxx and Lxxxxxx X. Xxxxx, Esq., counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the RepresentativesRepresentative, substantially to the effect set forth in Annex C Annexes B-0, X-0 and B-3 hereto, respectively.
Appears in 1 contract
Samples: Dana Corp
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Xxxxxxx Coie LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C A-2 hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Teekay Corp)
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Cxxxxx Godward Kronish LLP, counsel for the Company, shall have furnished to the RepresentativesUnderwriters, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesUnderwriters, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Mannkind Corp
Opinion of Counsel for the Company. Xxxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C Exhibit A hereto.
Appears in 1 contract
Samples: Union Drilling Inc
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Company, and Xxxxxx X. Xxxxx XX, Esq., General Counsel of the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C Annexes B-1 and B-2, respectively, hereto.
Appears in 1 contract
Samples: Triumph Tools & Supply, L.L.C.
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Txxxxxxx Hxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinionopinion and negative assurance statement, dated the Closing Date Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C heretoRepresentative.
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxx LLPXxxxxx, P.C., counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Cell Genesys Inc
Opinion of Counsel for the Company. Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.
Appears in 1 contract
Samples: Kellogg Co
Opinion of Counsel for the Company. Xxxxxxxx Dxxx, Dill, Carr, Sxxxxxxxxx & Xxxxx LLPHxxxxxxxx P.C., counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C B hereto.
Appears in 1 contract
Samples: Gasco Energy Inc
Opinion of Counsel for the Company. Xxxxxxxx Gxxx Cxxx Xxxx & Xxxxx Freidenrich LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C Exhibit A hereto.
Appears in 1 contract
Samples: Mattson Technology Inc
Opinion of Counsel for the Company. Xxxxxxxx MxXxxxxxx Will & Xxxxx Exxxx LLP and Fxxxx and Lardner LLP, each counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinionopinions, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.
Appears in 1 contract
Samples: First Mercury Financial Corp
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Goodman Global Inc
Opinion of Counsel for the Company. Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxx LLPXxxxxx, Professional Corporation, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C Exhibit A hereto.
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxx, Xxxxx & Xxxxx Bockius LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A-2 hereto.
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Xxxxxx Xxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinionopinion and 10b-5 statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Discover Financial Services
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxxxxx & Xxxxx Xxxxxxx LLP, and Xxxxxxx Xxxxxx L.L.P. counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinionopinions, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B and Annex C hereto, respectively.
Appears in 1 contract
Samples: Joy Global Inc
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxxxxxxx & Xxxxx Price, LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Horizon Health Corp /De/
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinionits letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.
Appears in 1 contract
Samples: Aveo Pharmaceuticals Inc
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, substantially to the effect set forth in Annex C E hereto.
Appears in 1 contract
Samples: RHI Entertainment, Inc.
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.
Appears in 1 contract
Samples: Cbeyond Inc
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLPXxxxxxxxxx Xxxxxxx PC, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxxxx Dxxxx Xxxx & Xxxxx LLPWxxxxxxx, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Ultra Clean Holdings Inc
Opinion of Counsel for the Company. Xxxxxx, Xxxx & Xxxxxxxx & Xxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C hereto.
Appears in 1 contract
Samples: Purchase Agreement (K2 Inc)
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP, counsel for the Company, shall have furnished to the Representatives, Representatives at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C Exhibit A hereto.
Appears in 1 contract
Samples: Watts Water Technologies Inc
Opinion of Counsel for the Company. Xxxxxxxx Dxxxx Xxxxxx & Xxxxx Sxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion, dated the Closing Date or any Additional Closing Date, as the case may be, and addressed to the Underwriters, in the form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Resolute Energy Corp
Opinion of Counsel for the Company. Xxxxxxxx Hxxxxx, Xxxxxxxx, Mxxxxx, Vxxxxx & Xxxxx Rxxx, LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A(i) hereto.
Appears in 1 contract
Samples: American Reprographics CO
Opinion of Counsel for the Company. Sxxxxxxxx Xxxxxxxx Xxxxx & Xxxxx Bxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C Exhibit A hereto.
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxx, Xxxx & Xxxxxxxx & Xxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or any Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.that (subject to customary qualifications, assumptions and limitations):
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Xxxxxxx Coie LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinionopinion and 10b-5 statement, dated the Closing Date and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C A-2 hereto.
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Emergent BioSolutions Inc.)
Opinion of Counsel for the Company. Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Xxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, substantially to the effect set forth in Annex C D hereto.
Appears in 1 contract
Samples: Delta Petroleum Corp/Co
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Gxxxxxxxx Txxxxxx, LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Marinemax Inc
Opinion of Counsel for the Company. Xxxxxxxx Lxxxxx & Xxxxx Wxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.)
Opinion of Counsel for the Company. Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Xxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their its written opinion, dated the Closing Date or any Additional Closing Date, as the case may be, and addressed to the UnderwritersInitial Purchasers, in the form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Resolute Energy Corp
Opinion of Counsel for the Company. Xxxxxxxx Vxxxxx & Xxxxx LLPExxxxx L.L.P., counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxxxx Kxxxxxxx & Xxxxx LLPExxxx, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C B hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Kellogg Co)
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Xxxxxx Xxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Discover Financial Services
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLPBxxxxx and Mxxxxx, Professional Association, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.that:
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxx LLPXxxxxx, Professional Corporation, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A-1 hereto.
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxx & Xxxxx LLPXxxxxx L.L.P., counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Goodrich Petroleum Corp
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLPXxxxxx X. Xxxxxxx, counsel for Assistant General Counsel of the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their his written opinion, dated the such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C B hereto.
Appears in 1 contract
Samples: United States Steel Corp
Opinion of Counsel for the Company. Xxxxxxxx Bxxxxxx Xxxxx Xxxxxxx & Xxxxx Ixxxxxxxx, LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Digene Corp
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLPXxxxxx Xxxxxx, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Seattle Genetics Inc /Wa
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Company and Xxxxxx Xxxx, General Counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinionopinions, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C heretoA and Annex B hereto respectively.
Appears in 1 contract
Samples: Viisage Technology Inc
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinionits letter, dated the Closing Date or the applicable Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C heretoRepresentative.
Appears in 1 contract
Samples: Aveo Pharmaceuticals Inc
Opinion of Counsel for the Company. Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxx LLPXxxxxx, a Professional Corporation, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their its written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Omnivision Technologies Inc)
Opinion of Counsel for the Company. Xxxxxxxx & Each of Xxxxx Xxxx LLP, counsel for the Company, and Xxxxxx X. Xxxxx, Chief Legal Officer of the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C C-1 and Annex C-2 hereto, respectively.
Appears in 1 contract
Samples: Caci International Inc /De/
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Xxxxxx Godward LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Divx Inc)
Opinion of Counsel for the Company. Xxxxxxxx Dxxxx Xxxxxx & Xxxxx Sxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, substantially to the effect set forth in Annex C hereto.
Appears in 1 contract
Samples: Delta Petroleum Corp/Co
Opinion of Counsel for the Company. Xxxxxxxx & Faegre Xxxxx Xxxxxxx LLP, counsel for the Company, shall have furnished to the RepresentativesUnderwriters, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesUnderwriters, to the effect set forth in Annex Exhibit C hereto.
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinionits letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C heretoRepresentative.
Appears in 1 contract
Samples: Aveo Pharmaceuticals Inc
Opinion of Counsel for the Company. Xxxxxxxx Xxxxx & Xxxxx Lardner LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C B hereto.
Appears in 1 contract
Samples: WPS Resources Corp
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Lxxxx Lord LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their its written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C A-2 hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Service Corporation International)
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Xxxxxxx Coie LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C A hereto.
Appears in 1 contract
Samples: Coinstar Inc
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx Lord LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their its written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C heretoRepresentative.
Appears in 1 contract
Samples: Service Corp International
Opinion of Counsel for the Company. Xxxxxxxx & Xxxxx LLP, counsel Counsel for the Company, Company shall have furnished to the RepresentativesRepresentative, at the request of the Company, their its written opinionopinions, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C B hereto.
Appears in 1 contract
Opinion of Counsel for the Company. Xxxxxxxx Xxxxxxxx, Loop & Xxxxx Xxxxxxxx, LLP, counsel for the Company, shall have furnished to the RepresentativesRepresentative, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C Exhibit A hereto.
Appears in 1 contract