Common use of Opinion of Counsel for the Company Clause in Contracts

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.

Appears in 3 contracts

Samples: Purchase Agreement (Prologis), Underwriting Agreement (Prologis), Purchase Agreement (Prologis)

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Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Subsequent Closing Date, the form of which is attached hereto as Exhibit A.B.

Appears in 3 contracts

Samples: Underwriting Agreement (Sports Properties Acquisition Corp.), Underwriting Agreement (Sports Properties Acquisition Corp.), Underwriting Agreement (Sports Properties Acquisition Corp.)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives shall have received the favorable opinion opinion, dated as of Xxxxx Xxxxx such Closing Date, of (1) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.A-1 and (2) Xxxx X. Xxxxxxxxx, Senior Vice President, General Counsel and Secretary of the Company, the form of which is attached as Exhibit A-2.

Appears in 3 contracts

Samples: Underwriting Agreement (Thermo Fisher Scientific Inc.), Underwriting Agreement (Thermo Fisher Scientific Inc.), Underwriting Agreement (Thermo Fisher Scientific Inc.)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxxxx & Xxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives shall have received the favorable opinion opinions of (i) Xxxxx Xxxxx & XxXxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Date, the form of which is attached as Exhibit B-1, and (ii) Xxxx Xxxxxxx, the Assistant General Counsel of the Company, dated as of such Closing Date, the form of which is attached as Exhibit A.B-2.

Appears in 2 contracts

Samples: Underwriting Agreement (Great Plains Energy Inc), Underwriting Agreement (Great Plains Energy Inc)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives shall have received the favorable opinion opinions of Xxxxx Xxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form forms of which is are attached as Exhibit A.B-1 and B-2.

Appears in 2 contracts

Samples: Underwriting Agreement (Mattel Inc /De/), Underwriting Agreement (Mattel Inc /De/)

Opinion of Counsel for the Company. On each of the First Closing Date and the Optional Second Closing Date, if any, Date the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx Mxxxxx Xxxxxxx Xxxxxx and Brand LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.

Appears in 2 contracts

Samples: Underwriting Agreement (WPT Enterprises Inc), Underwriting Agreement (WPT Enterprises Inc)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Dateclosing date, which will be substantially in the form of which is attached as Exhibit A.

Appears in 2 contracts

Samples: Underwriting Agreement (Handheld Entertainment, Inc.), Underwriting Agreement (Handheld Entertainment, Inc.)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxxx US LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.A-1. Such opinion shall be rendered to the Underwriters at the request of the Company and shall so state therein.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Dechert LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.B.

Appears in 2 contracts

Samples: Underwriting Agreement (MWI Veterinary Supply, Inc.), Underwriting Agreement (MWI Veterinary Supply, Inc.)

Opinion of Counsel for the Company. On each of the Closing Date and any Subsequent Closing Date the Optional Representative shall have received (i) the favorable opinion and negative assurance letter of Xxxxx Xxxxxxx LLP, special counsel for the Company, each dated as of such Closing Date, if anythe forms of which are attached as Exhibits B-1 and B-2, the Representatives shall have received respectively, and (ii) the favorable opinion of Xxxxx Xxxxx LLP, counsel for the General Counsel of the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.B-3.

Appears in 2 contracts

Samples: Purchase Agreement (Barnes Group Inc), Purchase Agreement (Barnes Group Inc)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx Mxxxxx Xxxxxxx Xxxxxx & Brand, LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Dateclosing date, the form of which is attached as Exhibit A.B.

Appears in 2 contracts

Samples: Underwriting Agreement (Global Traffic Network, Inc.), Underwriting Agreement (Global Traffic Network, Inc.)

Opinion of Counsel for the Company. On the Closing Date and each Option Closing Date the Optional Closing Date, if any, the Representatives Representative shall have received the favorable opinion and negative assurance letter of Xxxxx Xxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Datedate in form and substance satisfactory to the Underwriters, the form dated as of which is attached as Exhibit A.such date.

Appears in 2 contracts

Samples: Underwriting Agreement (Phio Pharmaceuticals Corp.), Underwriting Agreement (Phio Pharmaceuticals Corp.)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives Representative shall have received (i) the favorable opinion of Xxxxx Axxxxxx Xxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.

Appears in 2 contracts

Samples: Underwriting Agreement (Allis Chalmers Energy Inc.), Underwriting Agreement (Allis Chalmers Energy Inc.)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.B-1, and the favorable opinion of Xxxxx X. X’Xxxxxx, General Counsel of the Company, dated such Closing Date, the form of which is attached as Exhibit B-2.

Appears in 2 contracts

Samples: Underwriting Agreement (St Jude Medical Inc), Underwriting Agreement (St Jude Medical Inc)

Opinion of Counsel for the Company. On the Closing Date and each Option Closing Date the Optional Closing Date, if any, the Representatives Representative shall have received the favorable opinion and negative assurance letter of Xxxxx Xxxxx Hxxxxx and Bxxxx, LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Datedate in form and substance satisfactory to the Underwriters, the form dated as of which is attached as Exhibit A.such date.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx Kxxxxx Xxxxxx Rosenman LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Dateclosing date, the form of which is attached as Exhibit A.B.

Appears in 2 contracts

Samples: Underwriting Agreement (Cleveland Biolabs Inc), Underwriting Agreement (Cleveland Biolabs Inc)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Axxxxxx Xxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.

Appears in 2 contracts

Samples: Underwriting Agreement (Allis Chalmers Energy Inc.), Underwriting Agreement (Allis Chalmers Energy Inc.)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx LLPXxxxxxx & Xxxx, S.C., counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.

Appears in 1 contract

Samples: Purchase Agreement (School Specialty Inc)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx LLPDay, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.B.

Appears in 1 contract

Samples: Underwriting Agreement (Dendreon Corp)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx LLP(i) Fulbright & Jxxxxxxx L.L.P., counsel for the Company, dated as of such Closing Date or Optional Date, the form of which is attached as Exhibit B and (ii) Lxxx Xxxxxxxx, General Counsel of the Company, dated as of such Closing Date, the form of which is attached as Exhibit A.C.

Appears in 1 contract

Samples: Underwriting Agreement (Cal Dive International, Inc.)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Lord Xxxxxxx & Xxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Comstock Oil & Gas GP, LLC)

Opinion of Counsel for the Company. On the Closing Date and the Optional such Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, to the form of which is attached as effect set forth on Exhibit A.B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Boyd Gaming Corp)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives Representative shall have received the favorable opinion of (i) the General Counsel of the Company, dated as of such Closing Date or Subsequent Closing Date, the form of which is attached as Exhibit B and (ii) Xxxxx Xxxxx Lord Bissel & Liddell LLP, counsel for the Company, dated as of such Closing Date or Optional Subsequent Closing Date, the form of which is attached as Exhibit A.C.

Appears in 1 contract

Samples: Underwriting Agreement (Old Republic International Corp)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.B-1, and the favorable opinion of Xxxxxx X. Xxxx, General Counsel of the Company, dated such Closing Date, the form of which is attached as Exhibit B-2.

Appears in 1 contract

Samples: Purchase Agreement (St Jude Medical Inc)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, to the form of which is attached as effect set forth on Exhibit A.A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Boyd Gaming Corp)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxxxxxxxx Xxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.B.

Appears in 1 contract

Samples: Underwriting Agreement (Toro Co)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxxx Procter LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.B.

Appears in 1 contract

Samples: Underwriting Agreement (Monotype Imaging Holdings Inc.)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx Dechert LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.B.

Appears in 1 contract

Samples: Underwriting Agreement (MWI Veterinary Supply, Inc.)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Sxxxxxx, Arps, Slate, Mxxxxxx & Fxxx LLP, special counsel for the Company, dated as of such Closing Date or Optional Closing Date, to the form of which is attached as effect set forth in Exhibit A.C.

Appears in 1 contract

Samples: Underwriting Agreement (McKesson Corp)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxxxx & Knight LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Ellora Energy Inc)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives Representative shall have received the favorable opinion and letter of Xxxxx Xxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form forms of which is are attached as Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Pmi Group Inc)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, Company dated as of such Closing Date or Optional Closing Date, substantially to the form of which is attached as effect set forth in Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Bard C R Inc /Nj/)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxxx Xxxxxxxx Xxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.B.

Appears in 1 contract

Samples: Underwriting Agreement (FCStone Group, Inc.)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxxxxx Traurig, LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Datedate, in the form of which is attached hereto as Exhibit A.A and to such further effect as the Representative shall reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (TherapeuticsMD, Inc.)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx LLPLxxxx Xxxxxxxx, Senior Vice President — Legal, General Counsel and Secretary, and Dxxxx Xxxx & Wxxxxxxx, counsel for the Company, dated as of such Closing Date or Optional Subsequent Closing Date, the form forms of which is are attached as Exhibit A.A-1 and A-2, respectively.

Appears in 1 contract

Samples: Underwriting Agreement (Western Refining, Inc.)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Gardere Xxxxx Xxxxx Xxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Dateclosing date, the form of which is attached as Exhibit A.B.

Appears in 1 contract

Samples: Underwriting Agreement (DG FastChannel, Inc)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion opinions of Xxxxx Xxxxx (i) Xxxxxx X. Xxxxx, Senior Vice President — Law, General Counsel and Secretary of the Company, the form of which is attached as Exhibit A-1, and (ii) K&L Gates LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.A-2.

Appears in 1 contract

Samples: Underwriting Agreement (Arch Coal Inc)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxxx Xxxxxxxxxxx & Mugel, LLP, counsel for the Company, dated as of such Closing Date or Optional Subsequent Closing Date, the form of which is attached as Exhibit A.B.

Appears in 1 contract

Samples: Underwriting Agreement (Seneca Foods Corp /Ny/)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxxx Xxxxxxxx Xxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.B.

Appears in 1 contract

Samples: Underwriting Agreement (FCStone Group, Inc.)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives shall have received the favorable opinion opinions of Xxxxx Xxxxx Dxxxx X. Sudbury and Hxxxxx and Bxxxx, LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, covering the form of which is attached as matters described in Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Commercial Metals Co)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx Kxxxxxxx & Exxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.C.

Appears in 1 contract

Samples: Underwriting Agreement (Alpharma Inc)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx LLP, counsel for (i) the General Counsel of the Company, dated as of such Closing Date or Optional the Closing Date, the form of which is attached as Exhibit A.B and (ii) Lxxxx Lord LLP, counsel for the Company, dated as of the Closing Date, the form of which is attached as Exhibit C.

Appears in 1 contract

Samples: Underwriting Agreement (Old Republic International Corp)

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Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx LLPXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel for the Company, dated as of such Closing Date or Optional Closing Date, in form and substance reasonably satisfactory to the form of which is attached as Exhibit A.Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Flir Systems Inc)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Mxxxx Xxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Prologis)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx LLPXxxx & Xxxxxxxx, counsel for the Company, dated as of such Closing Date or Optional Subsequent Closing Date, the form of which is attached hereto as Exhibit A.B.

Appears in 1 contract

Samples: Underwriting Agreement (GHL Acquisition Corp.)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxxxx, Xxxxxx & Xxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Radian Group Inc)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxx LLP, intellectual property counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.C hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Senorx Inc)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxxxx Xxxxx Xxxxx Xxxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Energen Corp)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxx Xxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached hereto as Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Quatrx Pharmaceuticals Co)

Opinion of Counsel for the Company. On each of the First Closing Date and the Optional Second Closing Date, if any, Date the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx LLPSxxxxxxx Xxxxxx Xxxxxxx & Hxxxxxx LLP and Kxxxxx Xxxxxx Zxxxx Xxxxxxxx, counsel counsels for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.B.

Appears in 1 contract

Samples: Underwriting Agreement (WPT Enterprises Inc)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxxxxx, Senior Vice President — Legal, General Counsel and Secretary, and Xxxxx LLPXxxx & Xxxxxxxx, counsel for the Company, dated as of such Closing Date or Optional Subsequent Closing Date, the form forms of which is are attached as Exhibit A.A-1 and A-2, respectively.

Appears in 1 contract

Samples: Underwriting Agreement (Western Refining, Inc.)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx LLPXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Senorx Inc)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of (i) the General Counsel of the Company, dated as of such Closing Date or Subsequent Closing Date, the form of which is attached as Exhibit B and (ii) Xxxxx Xxxxx Lord Bissel & Liddell LLP, counsel for the Company, dated as of such Closing Date or Optional Subsequent Closing Date, the form of which is attached as Exhibit A.C.

Appears in 1 contract

Samples: Underwriting Agreement (Old Republic International Corp)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxx Frome Xxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional the Closing Date, substantially in the form of which is attached as Exhibit A.satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Code Rebel Corp)

Opinion of Counsel for the Company. On each of the First Closing Date and the Optional Second Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxxx Xxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Amerivest Properties Inc)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx (x) Xxxxxx, Xxxxxxx & Xxxxx LLP, as counsel for the Company, and (y) Xxxxx Xxxx & Xxxxxxxx, special counsel for the Company, dated as of such Closing Date or Optional Subsequent Closing Date, the form of which is attached as Exhibit A.

Appears in 1 contract

Samples: Purchase Agreement (Health Management Associates Inc)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxxx Xxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Dateclosing date, which will be substantially in the form of which is attached as Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Minrad International, Inc.)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxxxxx & Xxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Subsequent Closing Date, the form of which is attached as Exhibit A.B.

Appears in 1 contract

Samples: Underwriting Agreement (Great Lakes Dredge & Dock CORP)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx LLPChamberlain, Hrdlicka, White, Xxxxxxxx & Xxxxxx, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (Geokinetics Inc)

Opinion of Counsel for the Company. On the Closing Date and or the Optional relevant Additional Closing Date, if anyas the case may be, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx LLP, counsel for the Companyopinion, dated as of such Closing Date or Optional Additional Closing Date, as the case may be, of (1) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, the form of which is attached as Exhibit A.A-1 hereto and (2) Xxxx X. Xxxxxxxxx, Senior Vice President and General Counsel of the Company, the form of which is attached as Exhibit A-2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Thermo Fisher Scientific Inc.)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Bxxxx & Hxxxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.B.

Appears in 1 contract

Samples: Purchase Agreement (Quanta Services Inc)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxxxxx Xxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.B. <Page>

Appears in 1 contract

Samples: Underwriting Agreement (Sovran Self Storage Inc)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives Representative shall have received the favorable opinion and negative assurance letter of Xxxxx Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (DXC Technology Co)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives shall have received the favorable opinion of Xxxxx Xxxxx Dechert LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.

Appears in 1 contract

Samples: Underwriting Agreement (MWI Veterinary Supply, Inc.)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Subsequent Closing Date, in form and substance reasonably acceptable to the form of which is attached as Exhibit A.Representative.

Appears in 1 contract

Samples: Underwriting Agreement (National Security Solutions Inc.)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the The Representatives shall have received on the favorable First Closing Date and each Option Closing Date an opinion of Xxxxx Xxxxx XxXxxxx Long & Xxxxxxxx LLP, counsel for the Company, in form and substance satisfactory to the Representatives, dated as of such the applicable Closing Date or Optional Closing Date, and addressed to the Underwriters. Such legal opinion shall be in substantially the form of which is Exhibit B attached as Exhibit A.hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Corautus Genetics Inc)

Opinion of Counsel for the Company. On each of the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx LLPXxxxxx & Xxxxxxx, P.C., counsel for the Company, dated as of such Closing Date or Optional Closing Dateclosing date, the form of which is attached as Exhibit A.B.

Appears in 1 contract

Samples: Underwriting Agreement (Cybex International Inc)

Opinion of Counsel for the Company. On each of the First Closing Date and the Optional Second Closing Date, if any, Date the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx Sxxxxxxx Xxxxxx Xxxxxxx & Hxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Closing Date, the form of which is attached as Exhibit A.B.

Appears in 1 contract

Samples: Underwriting Agreement (WPT Enterprises Inc)

Opinion of Counsel for the Company. On the Closing Date and the Optional Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx LLP, counsel for (i) the General Counsel of the Company, dated as of such Closing Date or Optional the Closing Date, the form of which is attached as Exhibit A.B and (ii) Xxxxx Lord LLP, counsel for the Company, dated as of the Closing Date, the form of which is attached as Exhibit C.

Appears in 1 contract

Samples: Underwriting Agreement (Old Republic International Corp)

Opinion of Counsel for the Company. On the Closing Date and the Optional any Subsequent Closing Date, if any, the Representatives Representative shall have received the favorable opinion of Xxxxx Xxxxx Wxxxxxx Xxxx & Gxxxxxxxx LLP, counsel for the Company, dated as of such Closing Date or Optional Subsequent Closing Date, the form of which is attached as Exhibit A.B-1.

Appears in 1 contract

Samples: Underwriting Agreement (Pharmion Corp)

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