Common use of Opinion of Counsel for the Selling Shareholders Clause in Contracts

Opinion of Counsel for the Selling Shareholders. The opinion of counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 5 contracts

Samples: Purchase Agreement (RBC Bearings INC), Purchase Agreement (RBC Bearings INC), Purchase Agreement (RBC Bearings INC)

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Opinion of Counsel for the Selling Shareholders. The favorable opinion of counsel for each of the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 3 contracts

Samples: Subscription and Purchase Agreement (Flamel Technologies Sa), Form of Underwriting Agreement (NxStage Medical, Inc.), Purchase Agreement (Tropical Sportswear International Corp)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of Xxxxxxx XxXxxxxxx LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 3 contracts

Samples: Purchase Agreement (Pantry Inc), Purchase Agreement (Pantry Inc), Purchase Agreement (Pantry Inc)

Opinion of Counsel for the Selling Shareholders. The opinion of Txxxxxxx Sxxxxxx LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Access National Corp), Underwriting Agreement (Access National Corp)

Opinion of Counsel for the Selling Shareholders. The Representatives shall have received the favorable opinion of the respective counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion respective opinions required by Section 5(c6(e) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Americold Realty Trust), Underwriting Agreement (Americold Realty Trust)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of [—], counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Bloomin' Brands, Inc.), Underwriting Agreement (Bloomin' Brands, Inc.)

Opinion of Counsel for the Selling Shareholders. The opinion If requested by the Representatives, the favorable opinions of counsel for each of the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating together with signed or reproduced copies of such letter for each of the other Underwriters, to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereofset forth in Exhibit C hereto.

Appears in 2 contracts

Samples: Purchase Agreement (Mitel Networks Corp), Purchase Agreement (Mitel Networks Corp)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of the respective counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion respective opinions required by Section 5(c5(e) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Americold Realty Trust), Underwriting Agreement (Americold Realty Trust)

Opinion of Counsel for the Selling Shareholders. The opinion of Winston & Sxxxxx LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Cobiz Inc)

Opinion of Counsel for the Selling Shareholders. The opinion favorable opinion, dated as of such Date of Delivery, of the respective counsel for the each Selling ShareholdersShareholder, in form and substance reasonably satisfactory to the counsel for the Underwriters, dated such Date of DeliveryInternational Managers, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: International Purchase Agreement (Global Telesystems Group Inc)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Bloomin' Brands, Inc.)

Opinion of Counsel for the Selling Shareholders. The With respect to Selling Shareholders selling Option Securities, the favorable opinion of counsel for the Selling Shareholders, in form and substance reasonably satisfactory to the counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Odyssey Healthcare Inc)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of , counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Capitol Bancorp LTD

Opinion of Counsel for the Selling Shareholders. The With respect to Selling Shareholders selling Option Securities, the favorable opinion of such Selling Shareholder's counsel for the Selling Shareholdersreferenced in Section 5(c), in form and substance reasonably satisfactory to the counsel for the Underwriters, each dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c5(c)(ii) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Odyssey Healthcare Inc)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of each of [Xxxxxxxx & Xxxxx LLP] and [ ], counsel for the Code Selling Shareholders and the Other Selling Shareholders, respectively, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Otis Spunkmeyer Holdings Inc)

Opinion of Counsel for the Selling Shareholders. The opinion favorable opinion, dated as of such Date of Delivery, of the respective counsel for the each Selling ShareholdersShareholder, in form and substance reasonably satisfactory to counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Global Telesystems Group Inc)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of the respective counsel for the each Selling ShareholdersShareholder, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Republic Airways Holdings Inc)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of such counsel for to the Selling ShareholdersShareholders as is acceptable to the U.S. Underwriters, in form and substance reasonably satisfactory to counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: 1 (Exult Inc)

Opinion of Counsel for the Selling Shareholders. The opinion of counsel for each of the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Kirklands Inc)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of [!], counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the International Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Jabil Circuit Inc)

Opinion of Counsel for the Selling Shareholders. The ----------------------------------------------- favorable opinion of of, [Xxxx Xxxxxxx] counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Network Access Solutions Corp)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

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

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxx PLLC, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c5(d) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Us Xpress Enterprises Inc)

Opinion of Counsel for the Selling Shareholders. The opinion favorable opinion, dated the Date of Delivery, of Akerman Senterfitt, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated together with signed or reproduced copies of such Date letter for each of Delivery, relating the other Underwriters to the Option Securities effect set forth in Exhibit A hereto and to be purchased on such Date of Delivery and otherwise further effect as counsel to the same effect as the opinion required by Section 5(c) hereofUnderwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Babyuniverse, Inc.)

Opinion of Counsel for the Selling Shareholders. The favorable opinion and a letter of Xxxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion and letter required by Section 5(c5(g) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (TBS International LTD)

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Opinion of Counsel for the Selling Shareholders. The favorable opinion of Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, counsel for the Selling ShareholdersShareholder(s), in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Sterling Bancorp, Inc.)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of each counsel for the Selling ShareholdersShareholders selling Option Securities (which counsel shall be reasonably satisfactory to the Underwriter), in form and substance reasonably satisfactory to counsel for the UnderwritersUnderwriter, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c5(d) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Cross Country Healthcare Inc)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of the respective counsel for each of the Selling Shareholders, as indicated in Schedule B hereto, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise substantially to the same effect as the opinion required by Section 5(c6(d) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Enzymotec Ltd.)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of counsel for each of the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Ryerson Holding Corp)

Opinion of Counsel for the Selling Shareholders. The opinion favorable opinions of counsel for each of the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the International Underwriters, dated such Date of Delivery, relating to the International Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion opinions required by Section 5(c6(d) hereof.

Appears in 1 contract

Samples: CPFL Energy INC

Opinion of Counsel for the Selling Shareholders. The favorable opinion and a letter of Xxxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion and letter required by Section 5(c5(i) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (TBS International LTD)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representative, the favorable opinion of counsel for the Selling ShareholdersShareholder(s), in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Ameresco, Inc.)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of ________________, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Versatility Inc)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representative, the favorable opinion of Xxxxxxxx Xxxxxxx LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (On Assignment Inc)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of each counsel for the Selling ShareholdersShareholders selling Option Securities (which counsel shall be satisfactory to the Representatives), each in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Community Health Systems Inc)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of Xxxxxx Xxxx Xxxx Xxxxxx Xxxxxx Xxxxxx & Xxxxxxx, LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Eros International PLC)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Synacor, Inc.)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of l, counsel for the Selling Option Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Iconix Brand Group, Inc.)

Opinion of Counsel for the Selling Shareholders. The Representatives shall have received the favorable opinion of the respective counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion respective opinions required by Section 5(c5(e) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Americold Realty Trust)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of counsel for the Selling ShareholdersShareholders acceptable to the U.S. Representatives in their sole discretion, in form and substance reasonably satisfactory to counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Aether Systems LLC

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