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

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the Closing Time, of Xxxxxx XxXxxxxx PC, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)

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Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx XxXxxxxx PC, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the Closing Time, of Xxxxxx XxXxxxxx PCXxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

Appears in 2 contracts

Samples: Underwriting Agreement (Houlihan Lokey, Inc.), Underwriting Agreement (Houlihan Lokey, Inc.)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Underwriters shall have received the favorable opinion, dated the Closing Time, of Xxxxxx XxXxxxxx PCXxxxxx, Xxxxxxxx and Xxxxxx, P.A., counsel for the Selling Stockholder, in the form and substance reasonably satisfactory to counsel for the Underwriter.of Exhibit C.

Appears in 2 contracts

Samples: Purchase Agreement (Owens Corning/Fibreboard Asbestos Personal Injury Trust), Purchase Agreement (Owens Corning)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx XxXxxxxx PCXxxxxx, Xxxxxxxx and Xxxxxx, P.A., counsel for the Selling Stockholder, in the form and substance reasonably satisfactory to counsel for the Underwriter.of Exhibit C.

Appears in 2 contracts

Samples: Purchase Agreement (Owens Corning/Fibreboard Asbestos Personal Injury Trust), Purchase Agreement (Owens Corning)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx XxXxxxxx PC& Xxxxxxx LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Ipsco Tubulars Inc)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx XxXxxxxx PCMourant Ozannes, counsel for the Selling Stockholder, and Kxxxxxxx & Exxxx LLP, special U.S. counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Phibro Animal Health Corp)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the Closing Time, of Xxxxxx XxXxxxxx PCXxxxxxx Xxxxxxx LLP, counsel for the Selling Stockholder, shall have furnished to the Representatives, at the request of the Selling Stockholder, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to counsel for the UnderwriterRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Axon Enterprise, Inc.)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx XxXxxxxx PCXxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Intuitive Machines, Inc.)

Opinion of Counsel for the Selling Stockholder. At the Closing TimeDate and in connection with any Option Closing Date, the Underwriter Representative shall have received the favorable opinion, dated the Closing TimeDate or Option Closing Date, as applicable, of Xxxxxx XxXxxxxx PCSquire Pxxxxx Bxxxx LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Landsea Homes Corp)

Opinion of Counsel for the Selling Stockholder. At the Closing TimeDate and in connection with any Option Closing Date, the Underwriter Representatives shall have received the favorable opinion, opinion dated the Closing TimeDate or Option Closing Date, as applicable, of Xxxxxx XxXxxxxx PCeach of (i) internal counsel for the Selling Stockholder and (ii) Xxxxx Xxxxx L.L.P., counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (DZS Inc.)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx XxXxxxxx PCXxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (J.Jill, Inc.)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx XxXxxxxx PCXxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (J.Jill, Inc.)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Xxxxxxxx & Xxxxx LLP shall have received furnished to the favorable Representatives such counsel’s written opinion, as counsel to the Selling stockholder, addressed to the Underwriters and dated the Initial Closing Time, of Xxxxxx XxXxxxxx PC, counsel for the Selling StockholderDate, in form and substance reasonably satisfactory to counsel for the UnderwriterRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Asure Software Inc)

Opinion of Counsel for the Selling Stockholder. At On the Closing TimeDate, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, opinion of Xxxxxx XxXxxxxx PC, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for dated as of the Underwriter.Closing Date, the forms of which are attached hereto as Exhibit B.

Appears in 1 contract

Samples: Underwriting Agreement (Acorda Therapeutics Inc)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxx XxXxxxxx PCCleary, Gottlieb, Steen and Hamilton, counsel for the Selling Stockholder, together with sxxxxx or rxxxxxxxxd copies of such letter for each of the other Underwriters to the effect set forth in form and substance reasonably satisfactory to counsel for the UnderwriterExhibit F hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Memc Electronic Materials Inc)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx XxXxxxxx PCFried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters if requested.

Appears in 1 contract

Samples: Underwriting Agreement (Shutterstock, Inc.)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxx XxXxxxxx PCXxxxxxxx X. Xxxxxxxx, counsel for Associate General Counsel of the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B-1 hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Purchase Agreement (Stifel Financial Corp)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx XxXxxxxx PCXxxxx Lovells US LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (BrightSpire Capital, Inc.)

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Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxx XxXxxxxx PCTomotsune Kimura & Mitomi, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Purchase Agreement (Avx Corp /De)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxx XxXxxxxx PCTomotsune Kimura & Mitomi, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Purchase Agreement (Avx Corp /De)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxx XxXxxxxx PCCleary, Gottlieb, Steen and Hamilton, counsel for the Selling Stockholder, together with xxxxed or xxxxxxxced copies of such letter for each of the other Underwriters to the effect set forth in form and substance reasonably satisfactory to counsel for the UnderwriterExhibit F hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Memc Electronic Materials Inc)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxx XxXxxxxx PCCleary Gottlieb Steen & Hamilton LLP, counsel for the Selling StockholderStockholxxx, xxxxxxxx xxxx xxgnex xx xxxroduced copies of such letter for each of the other Underwriters, to the effect set forth in form and substance reasonably satisfactory to counsel for the UnderwriterExhibit F hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Memc Electronic Materials Inc)

Opinion of Counsel for the Selling Stockholder. At the Closing TimeDate and in connection with any Option Closing Date, the Underwriter Representatives shall have received the favorable opinion, dated the Closing TimeDate or Option Closing Date, as applicable, of Xxxxxx XxXxxxxx PCSquire Pxxxxx Bxxxx LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Landsea Homes Corp)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxxxx XxXxxxxx PCSheppard, Mullin, Xxxxxxx & Xxxxxxx LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (LendingTree, Inc.)

Opinion of Counsel for the Selling Stockholder. At the Closing TimeDate and in connection with any Option Closing Date, the Underwriter Representative shall have received the favorable opinion, dated the Closing TimeDate or Option Closing Date, as applicable, of Squire Xxxxxx XxXxxxxx PCXxxxx LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx XxXxxxxx PCDechert LLP, counsel for the Selling Stockholder, (“Selling Stockholder’s Counsel”) in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit A-3 hereto and to such further effect as the Representatives or counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Runway Growth Finance Corp.)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the Closing Time, of Xxxxxx XxXxxxxx PCLLP, counsel for the Selling Stockholder, shall have furnished to the Representatives, at the request of the Selling Stockholder, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to counsel for the UnderwriterRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Q2 Holdings, Inc.)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the favorable opinion, dated the as of Closing Time, of Xxxxxx XxXxxxxx PCXxxx, Xxxx & Xxxxx LLC, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Purchase Agreement (Hecla Mining Co/De/)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representative shall have received the favorable opinion, dated as of the Closing Time, of Winston & Xxxxxx XxXxxxxx PCLLP, counsel for the Selling Stockholder, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in form and substance reasonably satisfactory to counsel for the UnderwriterExhibit B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ipg Photonics Corp)

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representative shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxx XxXxxxxx PCSkadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Selling Stockholder, in the form and substance reasonably satisfactory to counsel for the Underwriter.attached hereto as Exhibit B.

Appears in 1 contract

Samples: Purchase Agreement (Sunstone Hotel Investors, Inc.)

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