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

Opinion of Counsel for the Company. On the Closing Date, the Representative shall have received the opinion and negative assurance letter of Xxxxxx LLP, counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 4 contracts

Samples: Underwriting Agreement (Cidara Therapeutics, Inc.), Underwriting Agreement (Cidara Therapeutics, Inc.), www.sec.gov

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Opinion of Counsel for the Company. On the Closing Date, the The Representative shall have received the opinion and negative assurance letter opinions, dated such Closing Date, of Xxxxxx LLPXxxxx Day, counsel for the Company, dated as and the Chief Legal Officer of such datethe Company, in the form and substance satisfactory agreed to by the Representative on or prior to the Representativedate hereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Verint Systems Inc), Underwriting Agreement (Comverse Technology Inc/Ny/), Underwriting Agreement (Comverse Technology Inc/Ny/)

Opinion of Counsel for the Company. On the Closing Date, the Representative Representatives shall have received the favorable opinion and negative assurance letter of Xxxx Xxxxxx LLPPC, counsel for the Company, dated as of such dateClosing Date, in form and substance satisfactory to the Representative.of which is attached as Exhibit A.

Appears in 4 contracts

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

Opinion of Counsel for the Company. On the Closing Date, the Representative Representatives shall have received the opinion and negative assurance letter favorable opinions of Xxxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, dated as of such dateClosing Date, in form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 4 contracts

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

Opinion of Counsel for the Company. On the Closing Date and any Subsequent Closing Date, the Representative Representatives shall have received the favorable opinion and negative assurance letter of Xxxxxx & Xxxxxx LLP, counsel for the Company, dated as of such dateClosing Date, in form and substance satisfactory to counsel to the RepresentativeUnderwriters.

Appears in 3 contracts

Samples: Underwriting Agreement (Union Street Acquisition Corp.), Underwriting Agreement (Union Street Acquisition Corp.), Underwriting Agreement (Union Street Acquisition Corp.)

Opinion of Counsel for the Company. On the Closing Date, the The Representative shall have received on each Closing Date the favorable opinion and negative assurance letter of Xxxxxx LLP, legal counsel for to the Company, dated as of such dateClosing Date, including, without limitation, a negative assurance letter, addressed to the Representative in form and substance reasonably satisfactory to the Representative.

Appears in 3 contracts

Samples: Joint Bookrunning Manager Agreement (Chicken Soup for the Soul Entertainment, Inc.), Joint Bookrunning Manager Agreement (Chicken Soup for the Soul Entertainment, Inc.), Joint Bookrunning Manager Agreement (Chicken Soup for the Soul Entertainment, Inc.)

Opinion of Counsel for the Company. On the Closing Date, the Representative shall have received the opinion and negative assurance letter of Xxxxxx Frome Xxxxxxx LLP, counsel for the Company, addressed to the Underwriters, dated as of such datethe Closing Date, substantially in the form and substance satisfactory to the Representative.

Appears in 3 contracts

Samples: Underwriting Agreement (FOTV Media Networks Inc.), Underwriting Agreement (FOTV Media Networks Inc.), Underwriting Agreement (FOTV Media Networks Inc.)

Opinion of Counsel for the Company. On the Closing Date, the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxx LLPeach of (i) Xxxxx Day, counsel for the Company, dated as of such dateClosing Date, in form and substance reasonably satisfactory to the RepresentativeRepresentatives and (ii) Xxxxxxx Xxxxxxxxx, Executive Vice President, General Counsel and Corporate Secretary of the Company, or any other Company attorney reasonably satisfactory to the Representatives, in form and substance reasonably satisfactory to the Representatives.

Appears in 3 contracts

Samples: Underwriting Agreement (Conagra Brands Inc.), Conagra Brands Inc., Underwriting Agreement (Conagra Foods Inc /De/)

Opinion of Counsel for the Company. On the Closing Date, the The Representative shall have received the an opinion and negative assurance letter letter, each dated as of Xxxxxx such Closing Date, of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company, dated as of such date, each in form and substance reasonably satisfactory to counsel for the RepresentativeUnderwriters.

Appears in 3 contracts

Samples: Underwriting Agreement (Douglas Dynamics, Inc), Underwriting Agreement (Douglas Dynamics, Inc), Underwriting Agreement (Douglas Dynamics, Inc)

Opinion of Counsel for the Company. On the Closing Date, the Representative shall have received the opinion and negative assurance letter of Xxxxxx Xxxxxxxx & Xxxxx LLP, counsel for the Company, shall have furnished to the Representative, at the request of the Company, its written opinion and negative assurance letter dated the Closing Date or the Option Closing Date, as of such datethe case may be, and addressed to the Representative, in form and substance reasonably satisfactory to the RepresentativeRepresentative and to counsel to the Underwriters.

Appears in 3 contracts

Samples: Underwriting Agreement (Northern Oil & Gas, Inc.), Underwriting Agreement (Northern Oil & Gas, Inc.), Underwriting Agreement (Northern Oil & Gas, Inc.)

Opinion of Counsel for the Company. On the Closing Date, Date and each Option Closing Date the Representative shall have received the (i) an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Company, dated as of such date in form and substance satisfactory to the Representative, dated as of such date, and (ii) an opinion from Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP regarding intellectual property matters, dated as of such date in form and substance satisfactory to the Representative.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On the Closing Date, Date the Representative Representatives shall have received the opinion and negative assurance letter of Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP, corporate counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On the Closing Date, Date and each Option Closing Date the Representative shall have received the opinion and negative assurance letter of Xxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company, dated as of such date, date in form and substance satisfactory to the RepresentativeUnderwriters, dated as of 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, Date and each Option Closing Date the Representative shall have received the opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxx LLP, counsel for the Company, dated as of such date, date in form and substance satisfactory to the RepresentativeUnderwriters, dated as of such date.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On the Closing Date, the The Representative shall have received the an opinion and negative assurance letter letter, dated such Closing Date, of Xxxxxx and Xxxxx, LLP, counsel for the Company, dated as of such date, in form and substance satisfactory reasonably acceptable to the RepresentativeRepresentative (with appropriate modification to the date and number of shares for any opinion or negative assurance letter delivered on any Optional Closing Date).

Appears in 2 contracts

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

Opinion of Counsel for the Company. On the Closing Date, Date and each Option Closing Date the Representative shall have received the opinion and negative assurance letter of Xxxxxx Hxxxxx and Bxxxx, LLP, counsel for the Company, dated as of such date, date in form and substance satisfactory to the RepresentativeUnderwriters, dated as of such date.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On the Closing Date, the Representative shall have received the opinion and negative assurance letter of Hxxxxx Xxxxxxx Xxxxxx LLP& Li LLC, counsel for the Company, addressed to the Underwriters, dated as of such datethe Closing Date, substantially in the form and substance satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (Dragon Victory International LTD), Underwriting Agreement (Dragon Victory International LTD)

Opinion of Counsel for the Company. On the Closing Date, the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel for the Company, dated as of such date, in the form previously agreed to by, and substance reasonably satisfactory to, the Representatives, which opinion shall include opinions with respect to the Representativeregulatory matters.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On the Closing Date, the Representative Representatives shall have received the opinion and letter of negative assurance letter of Xxxxxx LLP, counsel for the Company, dated as of such date, in the form attached hereto as Exhibit A and substance satisfactory to such further effect as the RepresentativeRepresentatives shall reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Bellicum Pharmaceuticals, Inc)

Opinion of Counsel for the Company. On the Closing Date, the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxx Gxxxxxx Pxxxxxx LLP, counsel for the Company, dated as of such date, in the form and substance satisfactory reasonably acceptable to the RepresentativeUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Advaxis, Inc.)

Opinion of Counsel for the Company. On the Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxx Xxxxxxxxx Traurig, LLP, counsel for the Company, dated as of such date, in the form attached hereto as Exhibit A and substance satisfactory to such further effect as the RepresentativeRepresentative shall reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (TherapeuticsMD, Inc.)

Opinion of Counsel for the Company. On the The Representatives shall have received an opinion and a negative assurance letter, dated such Closing Date, the Representative shall have received the opinion and negative assurance letter of Xxxxxx LLPXxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, counsel for the Company, dated as of such date, substantially in the form and substance satisfactory set forth in Schedule D hereto with respect to the RepresentativeCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Sunrun Inc.)

Opinion of Counsel for the Company. On each of the Initial Closing Date, the Representative Second Closing Date, the Optional Closing Date and the Second Shortfall Closing Date the Representatives shall have received the opinion and negative assurance letter of Xxxxxx LLP, counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Placement Agency Agreement (Cidara Therapeutics, Inc.)

Opinion of Counsel for the Company. On the Closing Date, the Representative shall have received the opinion and negative assurance letter of Xxxxxx LLP, counsel for the Company, each dated as of such date, in form and substance satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Miragen Therapeutics, Inc.)

Opinion of Counsel for the Company. On the Closing Date, the Representative shall have received the favorable opinion and negative assurance letter of Xxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Company, dated as of such dateClosing Date, in the form and substance satisfactory to the Representativeof which is attached as Exhibit A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (DXC Technology Co)

Opinion of Counsel for the Company. On the Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxx Dxxxxx & Whitney LLP, counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Rezolute, Inc.)

Opinion of Counsel for the Company. On At the Closing Date, the Representative shall have received the opinion favorable opinions and negative assurance letter letter, each dated as of Xxxxxx the Closing Date, of Eversheds Xxxxxxxxxx (US) LLP, counsel for the Company, dated as of such dateCompany (“Company Counsel”), in form and substance satisfactory to the Representative, together with signed or reproduced copies of such opinions and negative assurance letter for each of the other Underwriters.

Appears in 1 contract

Samples: Capital Southwest Corp

Opinion of Counsel for the Company. On the Closing Date, the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxx Xxxxxxx & Knight LLP, counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Savara Inc)

Opinion of Counsel for the Company. On the Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxx Xxxxx Lovells US LLP, counsel for the Company, dated as of such date, in the form and substance satisfactory to counsel for the RepresentativeUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Sesen Bio, Inc.)

Opinion of Counsel for the Company. On At the Closing Date, the Representative shall have received the favorable opinion and negative assurance letter statement, dated the Closing Date, of Xxxxxx Dechert LLP, counsel for the Company, dated as of such date, in form and substance satisfactory to counsel for the RepresentativeUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (WhiteHorse Finance, Inc.)

Opinion of Counsel for the Company. On the Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxx Hxxxxx and Bxxxx, LLP, counsel for the Company, dated as of such date, date in form and substance satisfactory to the RepresentativeUnderwriters, dated as of such date.

Appears in 1 contract

Samples: Underwriting Agreement (InspireMD, Inc.)

Opinion of Counsel for the Company. On the Closing Date, the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxx LLPXxxxxxx Xxxxxxxx & Xxxxxx, counsel for the Company, dated as of such dateClosing Date, in form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Flir Systems Inc)

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Opinion of Counsel for the Company. On the Closing Date, the Representative shall have received the opinion and negative assurance letter of Sxxxxx Xxxxxx LLP, counsel for the Company, addressed to the Underwriters, dated as of such datethe Closing Date, substantially in the form and substance satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Moleculin Biotech, Inc.)

Opinion of Counsel for the Company. On the Closing Date, Date the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxx Xxxxxxx & West LLP, counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (KalVista Pharmaceuticals, Inc.)

Opinion of Counsel for the Company. On the Closing Date, the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxx Sxxxxx Pxxxxx Bxxxx (US) LLP, counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Sterling Bancorp)

Opinion of Counsel for the Company. On the Closing Date, Date and each Option Closing Date the Representative shall have received the (i) an opinion and negative assurance letter of Xxxxxx Xxxxxxxx Xxxx LLP, counsel for the Company, dated as of such date in form and substance satisfactory to the Representative, dated as of such date, and (ii) an opinion from Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP regarding intellectual property matters, dated as of such date in form and substance satisfactory to the Representative.

Appears in 1 contract

Samples: Lock Up Agreement (Vaxart, Inc.)

Opinion of Counsel for the Company. On the Closing Date, the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxx Xxxxxx Xxxxx (US) LLP, counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Sterling Bancorp)

Opinion of Counsel for the Company. On the Closing Date, the Representative shall have received the opinion and negative assurance letter of Xxxxxx Frome Xxxxxxx LLP, counsel for the Company, dated as of such datethe Closing Date, substantially in the form and substance satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Code Rebel Corp)

Opinion of Counsel for the Company. On the Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company, dated as of such date, date in form and substance satisfactory to the RepresentativeUnderwriters, dated as of such date.

Appears in 1 contract

Samples: Underwriting Agreement (RXi Pharmaceuticals Corp)

Opinion of Counsel for the Company. On the Closing Date, the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxxx & Xxxxxx LLP, counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Savara Inc)

Opinion of Counsel for the Company. On each of the Initial Closing Date, the Representative Second Closing Date, the Optional Closing Date and the Second Shortfall Closing Date the Representatives shall have received the opinion and negative assurance letter of Xxxxxx LLP, counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.Representatives. (e)

Appears in 1 contract

Samples: www.sec.gov

Opinion of Counsel for the Company. On At the Closing Date, the Representative shall have received the opinion favorable opinions and negative assurance letter letter, each dated as of Xxxxxx the Closing Date, of Eversheds Sutherland (US) LLP, counsel for the Company, dated as of such dateCompany (“Company Counsel”), in form and substance satisfactory to the Representative, together with signed or reproduced copies of such opinions and negative assurance letter for each of the other Underwriters, to the effect set forth in Exhibit D hereto and to such further effect as the Representative may reasonably request.

Appears in 1 contract

Samples: Capital Southwest Corp

Opinion of Counsel for the Company. On the Closing Date, the The Representative shall have received on each Closing Date the favorable opinion and negative assurance letter of Xxxxxxx Xxxxxx LLP, legal counsel for to the Company, dated as of such dateClosing Date, including, without limitation, a negative assurance letter, addressed to the Representative in form and substance satisfactory to the Representative.

Appears in 1 contract

Samples: Placement Agency Agreement (PLx Pharma Inc.)

Opinion of Counsel for the Company. On the Closing Date, the The Representative shall have received the opinion and negative assurance letter an opinion, dated such Closing Date, of Xxxxxx LLPWxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, counsel for the Company, dated including the opinions attached hereto as of such date, Schedule E in form and substance reasonably satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Comscore, Inc.)

Opinion of Counsel for the Company. On the Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxx Fenwick & West LLP, counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the Representative.

Appears in 1 contract

Samples: CohBar, Inc.

Opinion of Counsel for the Company. On the Closing Date, the Representative shall have received the opinion and negative assurance letter of Xxxxxx Fenwick & West LLP, counsel for the Company, dated as of such date, in the form and substance satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Sierra Oncology, Inc.)

Opinion of Counsel for the Company. On the Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxx LLPWxxxxxxx PC, counsel for the Company, dated as of such date, date in form and substance satisfactory to the RepresentativeUnderwriters, dated as of such date.

Appears in 1 contract

Samples: Underwriting Agreement (Bio-Path Holdings Inc)

Opinion of Counsel for the Company. On the Closing Date, the Representative shall have received the opinion and negative assurance letter of Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, dated as of such date, in the form attached hereto as Exhibit A and substance satisfactory to such further effect as the RepresentativeRepresentative shall reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Grindrod Shipping Holdings Ltd.)

Opinion of Counsel for the Company. On the Closing Date, Date the Representative shall have received the (i) an opinion and negative assurance letter of Xxxxxx Xxxxxxxx Xxxx LLP, counsel for the Company, dated as of such date in form and substance satisfactory to the Representative, dated as of such date, and (ii) an opinion from Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP regarding intellectual property matters, dated as of such date in form and substance satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Vaxart, Inc.)

Opinion of Counsel for the Company. On the Closing Date, the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Western Alliance Bancorporation)

Opinion of Counsel for the Company. On the Closing Date, the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the Representative.Representatives. (e)

Appears in 1 contract

Samples: Arrowhead Pharmaceuticals, Inc.

Opinion of Counsel for the Company. On the Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxx Cxxxxx LLP, counsel for the Company, dated as of such datethe Closing Date, in form the forms attached hereto as Exhibit A-1 and substance satisfactory Exhibit A-2, respectively, and to such further effect as the RepresentativeRepresentative shall reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Threshold Pharmaceuticals Inc)

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