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

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, 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 Representatives.

Appears in 5 contracts

Samples: Underwriting Agreement (Silk Road Medical Inc), Underwriting Agreement (Silk Road Medical Inc), Underwriting Agreement (La Quinta Holdings Inc.)

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Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, 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 Representatives.

Appears in 5 contracts

Samples: Underwriting Agreement (Expensify, Inc.), Underwriting Agreement (EngageSmart, LLC), Underwriting Agreement (Vizio Holding Corp.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, 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 Representatives, to the effect set forth in Annex A-1 hereto.

Appears in 3 contracts

Samples: Underwriting Agreement (Guidewire Software, Inc.), Underwriting Agreement (Trulia, Inc.), Underwriting Agreement (Trulia, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, The respective counsel for the Selling Stockholders, Stockholders 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 Representatives, to the effect set forth in Annex A-2 hereto.

Appears in 3 contracts

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

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Ice Xxxxxx LLP, or other counsel acceptable to the Representative, as counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative, to the effect set forth in Annex C hereto.

Appears in 3 contracts

Samples: Underwriting Agreement (Haynes International Inc), Underwriting Agreement (Haynes International Inc), Underwriting Agreement (Haynes International Inc)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, 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 Representatives.

Appears in 3 contracts

Samples: Underwriting Agreement (Q2 Holdings, Inc.), Underwriting Agreement (Q2 Holdings, Inc.), Underwriting Agreement (Q2 Holdings, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Daterelevant Date of Delivery, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Spark Networks Inc), Underwriting Agreement (Spark Networks Inc)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, 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 Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Trinet Group Inc), Underwriting Agreement (Trinet Group Inc)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Txxxxx Xxxx & Xxxxxxxx Priest LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Additional 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 Representatives, to the effect set forth in Annex E hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Emergent BioSolutions Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP, counsel for the Selling Stockholders, 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 Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Hornbeck Offshore Services Inc /La)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling StockholdersCompany, 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 Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Nextracker Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP, counsel for the Selling Stockholders, 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 Representativeseffect set forth in Annex A-2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Fender Musical Instruments Corp)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx, LLP, counsel for the Selling Stockholders, Stockholders shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative, to the effect set forth in Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (TNS Inc)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, 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 the form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-6 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Zoetis Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx At the Closing Date, the Representatives shall have received a written opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx LLP, outside counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Stockholders (“Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersStockholders Counsel”), in form and substance reasonably satisfactory to the Representatives., containing opinions substantially in the form attached hereto as Exhibit E.

Appears in 1 contract

Samples: Underwriting Agreement (Guild Holdings Co)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx MxXxxxxxx Will & Xxxxxxxx Exxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their its 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 Representatives, to the effect set forth in Annex C hereto.

Appears in 1 contract

Samples: Underwriting Agreement (First Mercury Financial Corp)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative.

Appears in 1 contract

Samples: Underwriting Agreement (GoPro, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative, to the effect set forth in Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Divx Inc)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, 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 Representatives, to the effect set forth in Annex A-2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Green Dot Corp)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxx Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative.

Appears in 1 contract

Samples: Underwriting Agreement (Spark Therapeutics, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Additional Closing Date or the Additional Closing Date, as the case may be, (if applicable) and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Q2 Holdings, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxx & Xxxxxxxx Xxxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative, to the effect set forth in Annex A-8 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Polypore International, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, 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 Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Squarespace, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative, in substantially the form attached hereto as Annex A-2.

Appears in 1 contract

Samples: Underwriting Agreement (CDW Corp)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, 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 RepresentativesRepresentative.

Appears in 1 contract

Samples: Underwriting Agreement (RayzeBio, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Seer, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxx Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative.

Appears in 1 contract

Samples: Underwriting Agreement (Spark Therapeutics, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, 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 RepresentativesRepresentatives to the effect set forth in Annex D-2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (StepStone Group Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative, to the effect set forth in Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Intralinks Inc)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, 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 Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Sportradar Group AG)

Opinion of Counsel for the Selling Stockholders. Xxxxxxxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLPPC, counsel for the Selling Stockholders, 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 Representatives, to the effect set forth in Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Vital Signs Inc)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx LLP[ l ], counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative, to the effect set forth in Annex D hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Shake Shack Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Dxxxx Xxxx & Xxxxxxxx LLPWxxxxxxx, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative, to the effect set forth in Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ultra Clean Holdings Inc)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, 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 Representatives, to the effect set forth in Annex D-2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Oak Street Health, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Winston & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, 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 Representatives, to the effect set forth in Annex B-3 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Albany International Corp /De/)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, 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 Representatives, to the effect set forth in Annex A-2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Advent Software Inc /De/)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx LLP[•], counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the such 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 Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Paycor Hcm, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxx & Xxxxxxxx Xxxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative, to the effect set forth in Annex A-11 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Polypore International, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Gxxxxxxxx Traurig, LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative, to the effect set forth in Annex D hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Fuelcell Energy Inc)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxxxxxx, Loop & Xxxxxxxx Xxxxxxxx, LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative, to the effect set forth in Exhibit B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Wj Communications Inc)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxxx & Xxxxxxxx Lardner LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their its written opinion, opinion dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersRepresentatives, in form and substance reasonably satisfactory to the RepresentativesRepresentatives and to counsel to the Underwriters.

Appears in 1 contract

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

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Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP, counsel for Insignia Capital Partners, and Xxxxxxx, Swaine & Xxxxx LLP, counsel for the Specified Selling Stockholders, shall have furnished to the Representatives, at the request of the such Selling StockholdersStockholder, their its 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 Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (MediaAlpha, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxx & Xxxxxxxx Xxxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the any Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-3 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Laredo Petroleum Holdings, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinionopinion , 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 Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Chegg, Inc)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx The Representative shall have received an opinion from Xxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for to the Selling Stockholders, 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, dated as of the Closing Date, substantially in the form and substance reasonably satisfactory to the Representatives.attached hereto as Schedule F.

Appears in 1 contract

Samples: Underwriting Agreement (Diamondback Energy, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, 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 Representatives, to the effect set forth in Annex D hereto.

Appears in 1 contract

Samples: Underwriting Agreement (ReachLocal Inc)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, 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 RepresentativesRepresentative.

Appears in 1 contract

Samples: Underwriting Agreement (Berkeley Lights, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP, counsel for the Selling Stockholders, 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 Representatives, to the effect set forth in Annex B-2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Chewy, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx [Fenwick & Xxxxxxxx West] LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative, to the effect set forth in Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Omneon Video Networks, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxxxxx Gxxxxxxx LLP, counsel for the Selling Stockholders, 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 Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (WEB.COM Group, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx LLPXxxxxx, a Professional Corporation, counsel for the Selling Stockholders, 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 Representatives, to the effect set forth in Annex C hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Omnivision Technologies Inc)

Opinion of Counsel for the Selling Stockholders. Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, 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 Representatives, to the effect set forth in Annex C-2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Altice USA, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Each of Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP and Xxxxx Xxxxxxxx & Xxxx LLP, counsel for the Selling Stockholders, 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 Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Cubic Corp /De/)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx LLPLegal Advisory Services, counsel for the Selling Stockholders, 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 Representatives, to the effect set forth in Annex D hereto.

Appears in 1 contract

Samples: Underwriting Agreement (ReachLocal Inc)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx [Rxxx Xxxxx LLP], counsel for the Selling Stockholders, 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 Representatives, to the effect set forth in Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Volcano CORP)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx, LLP, counsel for the Selling Stockholders, Stockholders shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative, to the effect set forth in Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (GTCR Fund Vii Lp)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Gxxxxx & Xxxxxxxx LLP, Associates P.C. counsel for the Selling Stockholders, 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 Representatives, to the effect set forth in Annex D hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Stewart & Stevenson LLC)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx The Representatives shall have received an opinion from Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for to the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional such Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Diamondback Energy, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, be and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.Representative, to the effect set forth in Annex D hereto

Appears in 1 contract

Samples: Underwriting Agreement (Obagi Medical Products, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Jenkens & Xxxxxxxx LLPXxxxxxxxx, P.C., counsel for the Selling Stockholders, 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 Representatives, to the effect set forth in Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Fossil Inc)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, 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 Representatives, to the effect set forth in Annex A-3 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (IronPlanet Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, 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 RepresentativesRepresentative.

Appears in 1 contract

Samples: Underwriting Agreement (Squarespace, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative.

Appears in 1 contract

Samples: Underwriting Agreement (First Solar, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, 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 RepresentativesRepresentative.

Appears in 1 contract

Samples: Underwriting Agreement (Treace Medical Concepts, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, 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 Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Nevro Corp)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx LLP[Counsel name], counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, be and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.Representative, to the effect set forth in Annex D hereto

Appears in 1 contract

Samples: Underwriting Agreement (Obagi Medical Products, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Each of Ropes & Xxxxxxxx Xxxx LLP, counsel for certain of the Selling Stockholders, and Xxxxxx LLP, counsel for certain of the Selling Stockholders, the Selling Stockholders, 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 Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Kinsale Capital Group, Inc.)

Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxx Xxxxxxxx LLP, counsel for the Selling Stockholders, 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 Representatives, to the effect set forth in Annex A-2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Aspen Technology Inc /De/)

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