Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions of counsels for the Selling Stockholders, in each case in form and substance satisfactory to the Representatives, 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(f) hereof.
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. If requested by the RepresentativesThe favorable opinion of counsel for each Selling Stockholder that sells Option Securities, the opinions of counsels for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f6(c) hereof.
Appears in 3 contracts
Samples: Purchase Agreement (Sabre Industries, Inc.), Purchase Agreement (Sabre Industries, Inc.), Purchase Agreement (Sabre Industries, Inc.)
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions opinion of counsels for each of the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(d) hereof.
Appears in 3 contracts
Samples: Underwriting Agreement (Fresh Market, Inc.), Purchase Agreement (Fresh Market, Inc.), Underwriting Agreement (Fresh Market, Inc.)
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesRepresentative, the opinions favorable opinion of counsels Xxxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 3 contracts
Samples: Underwriting Agreement (E2open Inc), Underwriting Agreement (Angie's List, Inc.), Underwriting Agreement (Angie's List, Inc.)
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions of counsels for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f6(c) hereof.
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. If requested by the Representatives, the opinions opinion of counsels Xxxxxxxx & Xxxxxxxx LLP, counsel for the Selling StockholdersStockholder listed on Schedule B-1 hereto, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c)(i) hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Houlihan Lokey, Inc.), Underwriting Agreement (ORIX HLHZ Holding LLC)
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions favorable opinion of counsels Xxxxxxx Procter LLP, counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (WisdomTree Investments, Inc.), Underwriting Agreement (WisdomTree Investments, Inc.)
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions The favorable opinion of counsels counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (American Capital Agency Corp), Underwriting Agreement (Arbinet Thexchange Inc)
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions favorable opinion of counsels each counsel for each of the Selling StockholdersStockholders identified in Schedule B hereto, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 2 contracts
Samples: Purchase Agreement (Restoration Hardware Holdings Inc), Purchase Agreement (Restoration Hardware Holdings Inc)
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions The opinion of counsels counsel for each of the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 2 contracts
Samples: Purchase Agreement (Rue21, Inc.), Purchase Agreement (Rue21, Inc.)
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesThe favorable opinion of XxXxxxxxx Xxxxxx, the opinions of counsels counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 2 contracts
Samples: Purchase Agreement (Oriental Financial Group Inc), Purchase Agreement (Oriental Financial Group Inc)
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions favorable opinion of counsels Xxxxxxxxx Xxxxxxx, LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Bowman Consulting Group Ltd.)
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions opinion of counsels Xxxxxx LLP, counsel for the Selling StockholdersStockholders listed on Schedule B hereto, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f) hereof5(c).
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesRepresentative, the opinions favorable opinion of counsels Ropes & Gray LLP, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesRepresentative(s), the opinions opinion and negative assurance letter of counsels Xxxxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesRepresentative, an opinion of the opinions respective counsel for each of counsels for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (E2open Inc)
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesThe opinion of [Xxxxxxxx & Xxxxxxxx LLP], the opinions of counsels counsel for the Selling Stockholders, in each case in the form and substance satisfactory to the Representativesattached as an exhibit hereto, 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(f5(c) hereof.
Appears in 1 contract
Samples: Purchase Agreement (Sunstone Hotel Investors, Inc.)
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesThe favorable opinion of [Nuttxx, the opinions of counsels XxClxxxxx & Xish, LLP], counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Samples: Shares of Common Stock Purchase Agreement (Provant Inc)
Opinion of Counsel for the Selling Stockholders. If requested by The favorable opinion of the Representatives, the opinions respective counsel for each of counsels for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Samples: Purchase Agreement (Blue Nile Inc)
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions favorable opinion of counsels Xxxxxx Xxxx & Xxxxxxxx LLP and Stoel Rives LLP, counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(d) hereof.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesRepresentative(s), the opinions favorable opinion of counsels Xxxxx Xxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesUnderwriters, the opinions of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, 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(f6(c) hereof.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions opinion of counsels Xxxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f6(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Southeastern Grocers, Inc.)
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions an opinion of counsels Xxxxxxxx Chance US LLP, counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Intercept Pharmaceuticals Inc)
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesThe ----------------------------------------------- favorable opinion of Xxxxxxxx & Xxxxx, the opinions of counsels counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesU.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(f5(c) hereof.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesThe favorable opinion of Xxxxxxxx & Xxxxxxxx LLP, the opinions of counsels counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Samples: Purchase Agreement (Sigmatel Inc)
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesThe favorable opinion of Xxxxxx LLP, the opinions of counsels counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Samples: Purchase Agreement (GameFly Inc.)
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesAt Closing Time, the opinions Representative shall have received the favorable opinion, dated as of Closing Time, of counsels for the each Selling StockholdersStockholder that is not a natural person, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(d) hereof.
Appears in 1 contract
Samples: Purchase Agreement (Opentable Inc)
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesThe favorable ----------------------------------------------- opinion of counsel for each Selling Stockholder, the opinions of counsels for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesAn ----------------------------------------------- opinion of Xxxxxxxx & Xxxxxxxx, the opinions of counsels counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(d) hereof.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesRepresentative, the opinions an opinion of counsels Cxxxxxxx Chance US LLP, counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Intercept Pharmaceuticals Inc)
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions The favorable opinion of counsels counsel for each of the Selling StockholdersStockholders selling Option Securities, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f) hereofset forth in Exhibit B-2 hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesThe favorable opinion of _____________________________________, the opinions of counsels counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Samples: Purchase Agreement (Universal Compression Holdings Inc)
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions opinion of counsels Xxxxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, in each case in form and substance satisfactory to the Representatives, 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(f5(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Montrose Environmental Group, Inc.)
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions opinion of counsels Xxxxxx & Xxxxxx L.L.P., counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Quintana Energy Services Inc.)
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions favorable opinion of counsels Buchalter, PC, counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesThe favorable opinion of [ ], the opinions of counsels counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the Representatives, dated such Date of Delivery, relating to the Option Securities to be sold by the Selling Stockholders and purchased on such Date of Delivery and otherwise to the same effect as the opinion opinions required by Section 5(f5(c) hereof.
Appears in 1 contract
Samples: Purchase Agreement (Horizon Technology Finance Corp)
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesRepresentative, the opinions an opinion of counsels Xxxxxxxx & Xxxxx LLP, counsel for the Selling StockholdersXxxxx Xxxxx, in each case in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, each dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(f5(c) hereof.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions favorable opinion of counsels Xxxxxx XxXxxxxx PC, counsel for the Selling Stockholders, in each case in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions favorable opinion of counsels Xxxxxxxxx, PC, counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the favorable opinions of counsels Xxxxxx & Whitney LLP, Xxxxxxxxxxx y Steta, S.C. and Xxxx Xxxxxxxx LLP, counsel for the Selling Stockholders, in each case in form the forms and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(d) hereof.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions favorable opinion 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 RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions an opinion of counsels [ ], counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.]
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions favorable opinion of counsels the respective counsel for the Selling Stockholders, in each case in form and substance satisfactory to the Representatives, dated such Date of Delivery, relating to the Option Optional Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion opinions required by Section 5(f6(f) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Graphic Packaging Holding Co)
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesRepresentative, the opinions opinion of counsels [—], counsel for the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(c) hereof.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesAt Closing Time, the opinions Representative shall have received the favorable opinion, dated 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 satisfactory to counsel for the RepresentativesUnderwriters, 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(f5(d) hereof.
Appears in 1 contract
Samples: Purchase Agreement (Opentable Inc)
Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinions The favorable opinion of counsels counsel for each of the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriters, 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(f) hereofset forth in Exhibit B-2 hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesUnderwriter, the opinions opinion of counsels for each of the Selling Stockholders, in each case in form and substance satisfactory to counsel for the RepresentativesUnderwriter, 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(f5(c) hereof.
Appears in 1 contract