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 opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance 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.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxxxx LLPXxxxxx XxXxxxxx PC, 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.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Underwriters shall have received the opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxx, Xxxxxxxx LLPand Xxxxxx, P.A., counsel for the Selling Stockholder, in the form and substance satisfactory to counsel for the Underwriter, to the effect set forth in of 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.C.

Opinion of Counsel for the Selling Stockholder. At On the Closing TimeDate, there shall have been furnished to you, as Underwriter, in form satisfactory to you, the Underwriter shall have received the opinion, dated the Closing Time, opinion of Xxxxx Xxxxxxx Xxxx & Xxxxxxxx Xxxxxxxxx LLP, counsel for the Selling Stockholder, in form dated such Closing Date and substance satisfactory addressed 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 mattersyou.

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 Xxxxx Xxxx & Xxxxxxxx LLPXxxxxx XxXxxxxx PC, 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 mattersUnderwriters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxx, Xxxxxxxx LLPand Xxxxxx, P.A., counsel for the Selling Stockholder, in the form and substance satisfactory to counsel for the Underwriter, to the effect set forth in of 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.C.

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 Xxxxx Xxxx Cleary Gottlieb Steen & Xxxxxxxx Hamilton LLP, counsel for the Selling StockholderStockholxxx, in form and substance satisfactory to counsel xxxxxxxx xxxx xxgnex xx xxxroduced copies of such letter for each of the Underwriterother Underwriters, to the effect set forth in Exhibit B F hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

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 Xxxxx Xxxx & Xxxxxxxx Dechert LLP, counsel for the Selling Stockholder, (“Selling Stockholder’s Counsel”) in form and substance 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, A-3 hereto and to such further effect as the Representatives or counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

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 opinion, opinion dated the Closing TimeDate or Option Closing Date, as applicable, of each of (i) internal counsel for the Selling Stockholder and (ii) Xxxxx Xxxx & Xxxxxxxx LLPXxxxx L.L.P., 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 mattersUnderwriters.

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 Xxxxx Xxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, to together with signed or reproduced copies of such letter for each of 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 mattersother Underwriters if requested.

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 Xxxxx Xxxx & Xxxxxxxx LLPBuchxxxx Xxxersol Professional Corporation, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the Representatives, 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.that:

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 opinion, dated the Closing TimeDate or Option Closing Date, as applicable, of Squire Xxxxxx Xxxxx 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 mattersUnderwriters.

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 Xxxxx Xxxx Tomotsune Kimura & Xxxxxxxx LLPMitomi, counsel for the Selling Stockholder, in form and substance 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, hereto and to such further effect as counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

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 Xxxxx Xxxx & Xxxxxxxx LLPCleary, Gottlieb, Steen and Hamilton, counsel for the Selling Stockholder, in form and substance satisfactory to counsel together with sxxxxx or rxxxxxxxxd copies of such letter for each of the Underwriter, other Underwriters to the effect set forth in Exhibit B F hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

Opinion of Counsel for the Selling Stockholder. At On the Closing TimeDate, the Underwriter Representative shall have received (i) the opinionopinion of K & L Gates, dated the Closing Time, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, dated as of such date, in the form attached hereto as Exhibit C and substance satisfactory to counsel for such further effect as the Underwriter, to the effect set forth in Exhibit B hereto, and such counsel Representative shall have received such papers and information as they may reasonably request to enable them to pass upon such mattersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Xxxxxxxx & Xxxxx LLP shall have received furnished to the Representatives such counsel’s written opinion, as counsel to the Selling stockholder, addressed to the Underwriters and dated the Initial Closing Time, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling StockholderDate, 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 mattersRepresentatives.

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 Xxxxx Xxxx Tomotsune Kimura & Xxxxxxxx LLPMitomi, counsel for the Selling Stockholder, in form and substance 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, hereto and to such further effect as counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

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 Xxxxx Xxxx Winston & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel together with signed or reproduced copies of such letter for each of the Underwriter, other Underwriters with respect to the effect matters 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.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter The Representative shall have received the opinion, dated on and as of the Closing Time, Date the opinion of Xxxxx Xxxx Sxxxxxxx & Xxxxxxxx Cxxxxxxx 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 heretoRepresentative, and such counsel shall have received such papers documents and information as they may reasonably request to enable them to pass upon such matters.

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 Xxxxx Xxxx & Xxxxxxxx LLPX. 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 hereto, B-1 hereto and to such further effect as counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

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 Xxxxx Xxxx Mourant Ozannes, counsel for the Selling Stockholder, and Kxxxxxxx & Xxxxxxxx Exxxx LLP, special U.S. counsel for the Selling Stockholder, in form and substance 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 such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter shall have received the opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxxxx Xxxxxx 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 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 mattersRepresentatives.

Opinion of Counsel for the Selling Stockholder. At On each Closing Date, there shall have been furnished to you, as Representative of the Closing Timeseveral Underwriters, the Underwriter shall have received the opinionopinion and negative assurance letter, dated as of the applicable Closing TimeDate, of O’Melveny & Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance 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 mattersyou.

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

Opinion of Counsel for the Selling Stockholder. At On the Closing TimeDate, the Underwriter Representatives shall have received the opinion, dated the Closing Time, favorable opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for dated as of the UnderwriterClosing Date, to the effect set forth in forms of which are attached hereto as 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.B.

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

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 Xxxxx Xxxx & Xxxxxxxx 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 B hereto, C hereto and to such further effect as counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the opinion, dated the Closing Time, of Xxxxx Xxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Selling Stockholder, in form and substance 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, C hereto and to such further effect as counsel shall have received such papers and information as they to the Underwriters may reasonably request to enable them to pass upon such mattersrequest.

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 Xxxxx Xxxx Sheppard, Mullin, Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, counsel for the Selling Stockholder, in form and substance 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 such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

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 Xxxxx Xxxx & Xxxxxxxx LLPCleary, Gottlieb, Steen and Hamilton, counsel for the Selling Stockholder, in form and substance satisfactory to counsel together with xxxxed or xxxxxxxced copies of such letter for each of the Underwriter, other Underwriters to the effect set forth in Exhibit B F hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representatives shall have received the opinionfavorable opinion (a draft of which opinion is attached as Exhibit C hereto), dated the as of Closing Time, of Xxxxx Xxxx Xxxxxxxx & Xxxxxxxx LLPXxxxxxxx, counsel for the Selling Stockholder, which shall be in form and substance satisfactory to the Representatives and 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 such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.that:

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 opinion, dated the Closing TimeDate or Option Closing Date, as applicable, of Xxxxx Xxxx & Xxxxxxxx Squire Pxxxxx Bxxxx 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 mattersUnderwriters.

Opinion of Counsel for the Selling Stockholder. At the Closing Time, the Underwriter Representative shall have received the opinion, dated as of the Closing Time, of Xxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in the form and substance satisfactory to counsel for the Underwriter, to the effect set forth in attached hereto as 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.B.