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

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinion of counsels for each of the Selling Stockholders, in form and substance 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 3 contracts

Samples: Underwriting Agreement (Fresh Market, Inc.), Purchase Agreement (Fresh Market, Inc.), Underwriting Agreement (Fresh Market, Inc.)

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Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinion opinions of counsels for each of the Selling Stockholders, in each case in form and substance satisfactory to counsel for the UnderwritersRepresentatives, 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(d5(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 Representatives, the opinion opinions of counsels for each of the Selling Stockholders, in each case in form and substance 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(d6(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 The favorable opinion of counsels counsel for each of the Selling StockholdersStockholder that sells Option Securities, in form and substance 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(d6(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 RepresentativesRepresentative, the favorable opinion of counsels Xxxxxx LLP, counsel for each of the Selling Stockholders, in form and substance 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(d5(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 The favorable opinion of counsels XxXxxxxxx Xxxxxx, counsel for each of the Selling Stockholders, in form and substance 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(d5(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 favorable opinion of counsels Xxxxxxx Procter LLP, counsel for each of the Selling Stockholders, in form and substance 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(d5(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 favorable opinion of counsels each counsel for each of the Selling StockholdersStockholders identified in Schedule B hereto, in form and substance 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(d5(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 The favorable opinion of counsels Dechert LLP, counsel for each of the Selling Stockholders, in form and substance 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 2 contracts

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

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinion of counsels Xxxxxxxx & Xxxxxxxx LLP, counsel for each of the Selling StockholdersStockholder listed on Schedule B-1 hereto, in form and substance 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(d5(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 The favorable opinion of counsels counsel for each of the Selling Stockholders, in form and substance 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(d5(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 The opinion of counsels counsel for each of the Selling Stockholders, in form and substance 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(d5(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 RepresentativesUnderwriters, the opinion opinions of counsels for each of the Selling Stockholders, 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(d6(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (YETI Holdings, Inc.)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinion of counsels Xxxxxx LLP, counsel for each of the Selling StockholdersStockholders listed on Schedule B hereto, in form and substance 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) hereof5(c).

Appears in 1 contract

Samples: Underwriting Agreement (Houlihan Lokey, Inc.)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the favorable opinion of counsels the respective counsel for each of the Selling Stockholders, in form and substance satisfactory to counsel for the Underwriters, 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(d6(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 an opinion of counsels Cxxxxxxx Chance US LLP, counsel for each of the Selling Stockholders, in form and substance 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(d5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Intercept Pharmaceuticals Inc)

Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesRepresentative, the favorable opinion of counsels Ropes & Gray LLP, counsel for each of the Selling Stockholders, 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(d5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Dutch Bros Inc.)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the The favorable opinion of counsels [Nuttxx, XxClxxxxx & Xish, LLP], counsel for each of the Selling Stockholders, in form and substance 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(d5(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 Representatives, the favorable opinion of counsels Xxxxxxxxx, PC, counsel for each of the Selling Stockholders, in form and substance 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(d5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Xponential Fitness, Inc.)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the The favorable opinion of counsels Xxxxxxxx Chance US LLP, counsel for each of the Selling Stockholders, in form and substance 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(d5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Nextest Systems Corp)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinion of counsels Xxxxxx & Xxxxxx L.L.P., counsel for each of the Selling Stockholders, in form and substance 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(d5(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 favorable opinion of counsels Buchalter, PC, counsel for each of the Selling Stockholders, in form and substance 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(d5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Xponential Fitness, Inc.)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the The ----------------------------------------------- favorable opinion of counsels Xxxxxxxx & Xxxxx, counsel for each of the Selling Stockholders, in form and substance satisfactory to counsel for the U.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(d5(c) hereof.

Appears in 1 contract

Samples: u.s. Purchase Agreement (Tuesday Morning Corp/De)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinion favorable opinions of counsels Xxxxxx & Whitney LLP, Xxxxxxxxxxx y Steta, S.C. and Xxxx Xxxxxxxx LLP, counsel for each of the Selling Stockholders, in form the forms and substance 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: Underwriting Agreement (Byline Bancorp, Inc.)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the An ----------------------------------------------- opinion of counsels Xxxxxxxx & Xxxxxxxx, counsel for each of the Selling Stockholders, 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 (Plum Creek Timber Co Inc)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the favorable opinion of counsels Xxxxxxxxx Xxxxxxx, LLP, counsel for each of the Selling Stockholders, 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(d5(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 opinion of counsels Xxxxxxxx & Xxxxxxxx LLP, counsel for each of the Selling Stockholders, in form and substance 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(d6(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 The favorable opinion of counsels the respective counsel for each of the Selling Stockholders, in form and substance 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(d5(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 The favorable opinion of counsels Xxxxx Xxxxxxx Xxxxxxx & Xxxxx LLP, counsel for each of the Selling Stockholders, in form and substance 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(d5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ipg Photonics Corp)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the The favorable opinion of counsels Xxxxx & Berne LLP counsel for each of the Selling StockholdersStockholder(s), in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities Shares to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ctpartners Executive Search LLC)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the The favorable opinion of counsels Xxxxxxxx & Xxxxxxxx LLP, counsel for each of the Selling Stockholders, in form and substance 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(d5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Sigmatel Inc)

Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesRepresentative(s), the opinion and negative assurance letter of counsels Xxxxxxxx & Xxxxx LLP, counsel for each of the Selling Stockholders, in form and substance 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(d5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Torrid Holdings Inc.)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the favorable opinion of counsels Xxxxxx XxXxxxxx PC, counsel for each of the Selling Stockholders, 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(d5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Purple Innovation, Inc.)

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Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the The favorable ----------------------------------------------- opinion of counsels counsel for each of the Selling StockholdersStockholder, in form and substance 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(d5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Maincontrol Inc /De)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the favorable opinion of counsels Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, counsel for each of the Selling Stockholders, 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(d5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Globus Medical Inc)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the an opinion of counsels Xxxxxxxx Chance US LLP, counsel for each of the Selling Stockholders, in form and substance 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(d5(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 The favorable opinion of counsels _____________________________________, counsel for each of the Selling Stockholders, in form and substance 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(d5(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 The favorable opinion of counsels counsel for each of the Selling StockholdersStockholders selling Option Securities, in form and substance 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) hereofset forth in Exhibit B-2 hereto.

Appears in 1 contract

Samples: Purchase Agreement (Verisk Analytics, Inc.)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the favorable opinion of counsels Xxxxxx Xxxx & Xxxxxxxx LLP and Stoel Rives LLP, counsel for each of the Selling Stockholders, in form and substance 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: Underwriting Agreement (DST Systems Inc)

Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesRepresentative, the an opinion of counsels Xxxxxxxx & Xxxxx LLP, counsel for each of the Selling StockholdersXxxxx Xxxxx, in form and substance reasonably satisfactory to counsel for the Underwriters, 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(d5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (MeridianLink, Inc.)

Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesRepresentative, the opinion of counsels [—], counsel for each of the Selling Stockholders, in form and substance 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(d5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Meru Networks Inc)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the The favorable opinion of counsels Xxxxxxxx Xxxxx & Orbe LLP, counsel for each of the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to together with signed or reproduced copies of such letter for each of the Option Securities to be purchased on such Date of Delivery and otherwise other Underwriters, to the same effect as the opinion required by Section 5(d) hereof.

Appears in 1 contract

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

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the favorable opinion of counsels Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for each of the Selling Stockholders, in form and substance 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(d5(e) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Susser Holdings CORP)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the The favorable opinion of counsels Bxxxxxxxx & Gxxxxxxx LLP, counsel for each of the Selling Stockholders, in form and substance 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 Delivery, to the same effect as the opinion required by Section 5(d) hereofset forth in Exhibit C hereto.

Appears in 1 contract

Samples: Purchase Agreement (Superior Offshore International Inc.)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the The favorable opinion of counsels [ ], counsel for each of the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, 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(d5(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(s), the favorable opinion of counsels Xxxxx Xxxxx LLP, counsel for each of the Selling Stockholders, in form and substance 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(d5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Potbelly Corp)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the The opinion of counsels [Xxxxxxxx & Xxxxxxxx LLP], counsel for each of the Selling Stockholders, in the form and substance satisfactory to counsel for the Underwritersattached 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(d5(c) hereof.

Appears in 1 contract

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

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the An opinion of counsels Xxxxxxxx & Xxxxxxxx, counsel for each of the Selling Stockholders, 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 (Plum Creek Timber Co Inc)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the opinion of counsels Xxxxxxxx & Xxxxx LLP, counsel for each of the Selling Stockholders, in form and substance 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(d5(c) hereof.

Appears in 1 contract

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

Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesRepresentative, the an opinion of counsels the respective counsel for each of the Selling Stockholders, in form and substance 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(d5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (E2open Inc)

Opinion of Counsel for the Selling Stockholders. If requested by the RepresentativesUnderwriter, the opinion of counsels for each of the Selling Stockholders, in form and substance satisfactory to counsel for the UnderwritersUnderwriter, 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(d5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Fresh Market, Inc.)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the The favorable opinion of counsels counsel for each of the Selling Stockholders, in form and substance 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) hereofset forth in Exhibit B-2 hereto.

Appears in 1 contract

Samples: Purchase Agreement (Verisk Analytics, Inc.)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the The favorable opinion of counsels Xxxxxx LLP, counsel for each of the Selling Stockholders, in form and substance 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(d5(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (GameFly Inc.)

Opinion of Counsel for the Selling Stockholders. If requested by the Representatives, the an opinion of counsels [ ], counsel for each of the Selling Stockholders, in form and substance 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(d5(c) hereof.]

Appears in 1 contract

Samples: Underwriting Agreement (Control4 Corp)

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