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

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters shall have received the opinions, dated the Closing Time, of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the Underwriters.

Appears in 3 contracts

Samples: Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.)

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Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters shall have received the opinions, dated the Closing Time, of each of Ropes & Gray LLP and Torys LLP, counsels for the Selling Stockholders, in together with signed or reproduced copies of such letter for each case of the other Underwriters, in form and substance reasonably satisfactory to the Underwriters.

Appears in 3 contracts

Samples: Underwriting Agreement (Hayward Holdings, Inc.), Underwriting Agreement (Hayward Holdings, Inc.), Underwriting Agreement (Hayward Holdings, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinions, dated the Closing Time, of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 3 contracts

Samples: Underwriting Agreement (Outset Medical, Inc.), Underwriting Agreement (Outset Medical, Inc.), Underwriting Agreement (Outset Medical, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsopinion, dated the as of Closing Time, of counsels counsel for each of the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 3 contracts

Samples: Purchase Agreement (Rue21, Inc.), Purchase Agreement (Rue21, Inc.), Purchase Agreement (Rue21, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinions, dated the Closing Time, of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the UnderwritersRepresentatives.

Appears in 3 contracts

Samples: Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representative shall have received the opinionsfavorable opinion, dated the Closing Time, of counsels Xxxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 2 contracts

Samples: Underwriting Agreement (Angie's List, Inc.), Underwriting Agreement (Angie's List, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representative shall have received the opinionsfavorable opinion, dated the Closing Time, of counsels Dechert LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (WhiteHorse Finance, Inc.), Underwriting Agreement (WhiteHorse Finance, Inc.)

Opinion of Counsel for the Selling Stockholders. At Counsel for each of the Closing Time, the Underwriters Selling Stockholders shall have received furnished to the opinionsRepresentatives, at the request of such Selling Stockholder, their written opinion, dated the Closing TimeDate or the Additional Closing Date, of counsels for as the Selling Stockholderscase may be, in each case in form and substance reasonably satisfactory addressed to the Underwriters, substantially in the form set forth in Annex F hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Burger King Holdings Inc), Underwriting Agreement (Burger King Holdings Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels Xxxxx & Xxxxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to hitherto agreed with counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 2 contracts

Samples: Purchase Agreement (Colfax CORP), Purchase Agreement (Colfax CORP)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the Closing Time, of counsels Xxxxxxx Procter LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 2 contracts

Samples: Underwriting Agreement (WisdomTree Investments, Inc.), Underwriting Agreement (WisdomTree Investments, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing TimeTime and at each Date of Delivery, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated as of the Closing TimeTime and as of each Date of Delivery, as applicable, of counsels Gardere Wxxxx Xxxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 2 contracts

Samples: Underwriting Agreement (GNC Corp), Underwriting Agreement (GNC Corp)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels XxXxxxxxx Xxxxxx, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 2 contracts

Samples: Purchase Agreement (Oriental Financial Group Inc), Purchase Agreement (Oriental Financial Group Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsan opinion, dated the as of Closing Time, of counsels Xxxxxxxx & Xxxxxxxx, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C hereto.

Appears in 2 contracts

Samples: Purchase Agreement (Plum Creek Timber Co Inc), Purchase Agreement (Plum Creek Timber Co Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 2 contracts

Samples: Underwriting Agreement (American Capital Agency Corp), Underwriting Agreement (Arbinet Thexchange Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representative shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels for the each Selling StockholdersStockholder that is not a natural person, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 2 contracts

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

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representative shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels Xxxxxx, Xxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit E hereto and to such further effect as the Representative may reasonably request.

Appears in 2 contracts

Samples: Underwriting Agreement (Colfax CORP), Underwriting Agreement (BDT Capital Partners, LLC)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels Xxxxxxx Xxxxxxxx, legal counsel for the Selling StockholdersHARAX Holdings S.A., in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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: Purchase Agreement (Invision Technologies Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representative shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels counsel for the Selling Stockholders, in each case Stockholders in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to such effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Purchase Agreement (Microstrategy Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters shall have received the opinions, dated the Closing Time, The respective counsel for each of counsels for the Selling Stockholders, in each case shall have furnished to the Representatives, at the request of the applicable Selling Stockholders, their written opinion dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, to the effect set forth in Annex A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Everyday Health, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels Proskauer Rose L.L.P., counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 (24/7 Media Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsopinion, dated the Closing Time, of counsels [·], counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the 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: Underwriting Agreement (Inspire Medical Systems, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters shall have received the opinionsfavorable opinion, dated the Closing Time, of counsels Xxxxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the Underwriterseffect set forth in Exhibit C hereto.

Appears in 1 contract

Samples: Underwriting Agreement (NCR Corp)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinions, dated the Closing Time, of each of Ropes & Gxxx LLP and Torys LLP, counsels for the Selling Stockholders, in together with signed or reproduced copies of such letter for each case of the other Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Hayward Holdings, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Counsel for each Selling Stockholder shall have received furnished to the opinionsRepresentatives, at the request of such Selling Stockholder, its written opinion, dated the Closing TimeDate and addressed to the Underwriters, of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the UnderwritersRepresentatives, to the effect set forth in Exhibit C hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Insulet Corp)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels _____________________________________, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Purchase Agreement (Universal Compression Holdings Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representative shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels for the each Selling StockholdersStockholder listed on Schedule F that is not a natural person, in each case 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(d) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Opentable Inc)

Opinion of Counsel for the Selling Stockholders. At Counsel for each of the Closing Timeinstitutional Selling Stockholders, the Underwriters shall have received furnished to the opinionsRepresentatives, at the request of the Selling Stockholders, their written opinion, dated the Closing TimeDate or the Additional Closing Date, of counsels for as the Selling Stockholderscase may be, in each case and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, to the effect set forth in Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Purchase Agreement (Maincontrol Inc /De)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the Closing Time, of counsels Xxxxxx, Xxxx & Xxxxxxxx LLP, Xxxxxxxxx Xxxxxxx, P.A. and Thorsteinssons, LLP, counsel for the applicable Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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: Underwriting Agreement (89bio, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels Xxxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 (GameFly Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representative(s) shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels Xxxxx & Berne LLP, counsel for the Selling StockholdersStockholder(s), in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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: Underwriting Agreement (Ctpartners Executive Search LLC)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representative shall have received the opinionsan opinion, dated the Closing Time, Time of counsels the respective counsel for each of the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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: Underwriting Agreement (E2open Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Underwriter shall have received the opinionsopinion, dated the Closing Time, of counsels Xxxxxx LLP, counsel for the Selling StockholdersStockholders listed on Schedule B hereto, in each case in form and substance reasonably satisfactory to counsel for the UnderwritersUnderwriter, 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 1 contract

Samples: Underwriting Agreement (Houlihan Lokey, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representative shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels [·], counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 (Opentable Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing TimeDate, the Underwriters Representatives shall have received the opinionsopinion, dated as of the Closing TimeDate, of counsels Xxxxxx & Xxxxxxxx, P.A., counsel for the Selling Stockholders (“Selling Stockholders’ Counsel”), in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit J hereto and to such further effect as the Representatives or counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Sinclair Broadcast Group Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representative(s) shall have received the opinionsfavorable opinion, dated the Closing Time, of counsels Xxxxx Xxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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: Underwriting Agreement (Potbelly Corp)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters The Representative shall have received an opinion addressed to the opinionsUnderwriters, dated as of the Closing TimeDate, of counsels one or more counsel for the Selling Stockholders, substantially in each case in the form and substance reasonably satisfactory to the Underwriters.attached hereto as Schedule I.

Appears in 1 contract

Samples: Underwriting Agreement (Diamondback Energy, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of counsels Dechert LLP, counsel for the Selling Stockholders, in each case (“Selling Stockholders’ Counsel”) in form and substance reasonably satisfactory to counsel for the Underwriters, 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 Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsopinion, dated the Closing Time, of counsels Xxxxxx & Xxxxxx L.L.P., counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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: Underwriting Agreement (Quintana Energy Services Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsopinion, dated the Closing Time, of counsels Xxxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 (Southeastern Grocers, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels Xxxxx Xxxxxxx Xxxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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: Underwriting Agreement (Ipg Photonics Corp)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels Xxxxxxxx & Xxxxxxxx LLP, special counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 (Sigmatel Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the Closing Time, of counsels (i) Xxxxxx Xxxx & Xxxxxxxx LLP and (ii) Stoel Rives LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (DST Systems Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the Closing Time, of counsels Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 (Globus Medical Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representative shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels for the each Selling StockholdersStockholder that is not a natural person, in each case 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(d) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Opentable Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the Closing Time, of counsels DLA Piper US LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Active Network Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing TimeDate, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated as of the Closing TimeDate, of counsels Xxxxxxx XxXxxxxxx LLP, counsel for the Selling StockholdersStockholders ("Selling Stockholders Counsel"), in together with signed or reproduced copies of such opinion for each case in form and substance reasonably satisfactory of the other Underwriters, to the Underwriterseffect set forth in Exhibit H hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Milestone AV Technologies, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representative shall have received the opinionsan opinion, dated the Closing TimeTime of Cxxxxxxx Chance US LLP, of counsels counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 (Intercept Pharmaceuticals Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels Bxxxxxxxx & Gxxxxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Purchase Agreement (Superior Offshore International Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the Closing Time, of counsels Xxxxxxx Xxxx & Xxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Colony Financial, Inc.)

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Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels [Nuttxx, XxClxxxxx & Xish, LLP], counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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: Shares of Common Stock Purchase Agreement (Provant Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsopinion, dated the Closing Time, of counsels Xxxxxx LLP, counsel for the Selling StockholdersStockholders listed on Schedule B hereto, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 (Houlihan Lokey, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representative shall have received the opinionsfavorable opinion, dated the Closing TimeTime of Xxxxxx LLP, of counsels counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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: Underwriting Agreement (E2open Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsan opinion and negative assurance letter, dated the Closing Time, of counsels Xxxxxxx Procter LLP, counsel for the Selling Stockholders, in each case in the form and substance reasonably satisfactory to counsel for the UnderwritersUnderwriters previously agreed upon by the Representatives and such counsel.

Appears in 1 contract

Samples: Underwriting Agreement (Medallia, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, xxunsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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: Underwriting Agreement (Plantronics Inc /Ca/)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels Gxxxxxxxx Traurig, LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit D hereto.

Appears in 1 contract

Samples: Purchase Agreement (Allegiant Travel CO)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsopinion, dated the as of Closing Time, of counsels counsel for each of the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits B (in the case of counsel for BNP) and C (in the case of counsel for all Selling Shareholders with the exception of BNP) hereto.

Appears in 1 contract

Samples: Purchase Agreement (Rue21, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels respective counsel for each of the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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: Purchase Agreement (Blue Nile Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters U.S. Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels Lathxx & Xatkxxx, xxunsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters to the effect set forth in Exhibit B hereto.

Appears in 1 contract

Samples: u.s. Purchase Agreement (Viasat Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels counsel for each of the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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.

Appears in 1 contract

Samples: Purchase Agreement (Verisk Analytics, Inc.)

Opinion of Counsel for the Selling Stockholders. At Counsel for each of the Closing Time, the Underwriters Selling Stockholders shall have received furnished to the opinionsRepresentatives, at the request of such Selling Stockholder, their written opinion, dated the Closing TimeDate or the Additional Closing Date, of counsels for as the Selling Stockholderscase may be, in each case in form and substance reasonably satisfactory addressed to the Underwriters, substantially in the form set forth in Annex G hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Burger King Holdings Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsopinion, dated the Closing Time, of counsels Xxxxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters.Underwriters set forth in Exhibit B.

Appears in 1 contract

Samples: Underwriting Agreement (Montrose Environmental Group, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the Closing Time, of counsels Xxxxx & XxXxxxx LLP, counsel for the Selling StockholdersStockholder(s), in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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 (Advanced BioHealing Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing TimeEach of [ ], the Underwriters each counsel for a Selling Stockholder, shall have received furnished to the opinionsRepresentative, at the request of such Selling Stockholder, its written opinion, dated the Closing TimeDate and addressed to the Underwriters, of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (DealerTrack Holdings, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsan opinion, dated the Closing TimeTime of Xxxxxxxx Chance US LLP, of counsels counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Intercept Pharmaceuticals Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinions(i) an opinion, dated the Closing Time, of counsels Xxxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters.Underwriters and (ii) an opinion, dated the Closing Time, of Studio Professionale Associato a Xxxxx & XxXxxxxx, counsel for CRIF SpA.

Appears in 1 contract

Samples: Underwriting Agreement (Project Angel Parent, LLC)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representative shall have received the opinionsopinion, dated the Closing Time, of counsels Loeb & Loeb LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the Underwriters, 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 (Meru Networks Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time[ ], the Underwriters shall have received the opinions, dated the Closing Time, of counsels counsel for the Selling Stockholders, in each shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Intelepeer Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Each Selling Stockholder shall have received furnished to the opinionsRepresentatives, at the request of the Company, a written opinion of legal counsel, dated the Closing TimeDate or the Additional Closing Date, of counsels for as the Selling Stockholderscase may be, in each case and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives, to the effect set forth in Annex B-2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Red Rock Resorts, Inc.)

Opinion of Counsel for the Selling Stockholders. At Counsel for each of the Closing TimeSelling Stockholders, the Underwriters shall have received furnished to the opinionsRepresentatives, at the request of such Selling Stockholder, their written opinion, dated the Closing TimeDate and addressed to the Underwriters, of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the UnderwritersRepresentatives, in the form set forth on Exhibit A-2.

Appears in 1 contract

Samples: Underwriting Agreement (Schawk Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the Closing Time, of counsels Xxxxxxxxx Xxxxxxx, LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Bowman Consulting Group Ltd.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters The Representative shall have received the opinions, dated on and as of the Closing TimeDate an opinion addressed to the Underwriters, of counsels XxXxxxxxx Will & Xxxxx LLP, counsel for the Selling Stockholders, in each case in form with respect to such matters as the Representative may reasonably request, and substance such counsel shall have received such documents and information as they may reasonably satisfactory request to the Underwritersenable them to pass upon such matters.

Appears in 1 contract

Samples: Underwriting Agreement (Intuit Inc)

Opinion of Counsel for the Selling Stockholders. At On each of the First Closing TimeDate and the Second Closing Date, if any, the Underwriters Representatives shall have received the opinionsfavorable opinion of Xxxxxxxx & Xxxxxxxx LLP, dated the Closing Time, of counsels counsel for the Selling Stockholders, in dated as of such Closing Date, the form of which is attached hereto as Exhibit B (“Form of Legal Opinion of Counsel for the Selling Stockholders”). The Representatives shall have received such additional number of conformed copies of such counsel’s legal opinion as the Representatives may request for each case in form and substance reasonably satisfactory to of the several Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (JMP Group Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsan opinion, dated the Closing Time, of counsels [ ], counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, 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: Underwriting Agreement (Control4 Corp)

Opinion of Counsel for the Selling Stockholders. At the Closing TimeDate, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated as of the Closing TimeDate, of counsels Bainbridge Law Group, P.C., counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to such effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Volcom Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of counsels Xxxxxxxx Xxxxx & Xxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth in Exhibit B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Hudson Pacific Properties, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters shall have received the opinionsopinion, dated the Closing Time, of counsels Sidley Austin LLP, as counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with reproduced copies of such opinion for each of the other Underwriters to the effect set forth in Exhibit B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Intapp, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the as of Closing Time, of counsels the respective counsel for each of the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits B-1 and B-2 hereto, as applicable.

Appears in 1 contract

Samples: Purchase Agreement (Verisk Analytics, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated as of the Closing Time, of counsels Xxxxxxxx Xxxxx & Orbe LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth in Exhibit B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Hudson Pacific Properties, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the Closing Time, of counsels Xxxxxx XxXxxxxx PC, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Purple Innovation, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representative shall have received the opinionsfavorable opinion, dated the Closing Time, of counsels Xxxx Xxxxxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Purple Innovation, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriters Representatives shall have received the opinionsfavorable opinion, dated the Closing Time, of counsels Xxxxxx & Xxxxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Entellus Medical Inc)

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