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

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

Appears in 2 contracts

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

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Opinion of Counsel for the Selling Stockholders. At the Closing TimeTime and at each Date of Delivery, the Representatives shall have received an the favorable opinion, dated as of the Closing TimeTime and as of each Date of Delivery, as applicable, of Xxxxxxxx & XxxxxxxxGardere Wxxxx Xxxxxx LLP, counsel for the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibit C B hereto.

Appears in 2 contracts

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

Opinion of Counsel for the Selling Stockholders. At Closing Time, the Representatives shall have received an the favorable opinion, dated as of Closing Time, of Xxxxxxxx Orloff, Lowenbach, Stifxxxxx & XxxxxxxxXiegxx, X.A., counsel for the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibit C heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Purchase Agreement (Bally Total Fitness Holding Corp)

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

Appears in 1 contract

Samples: Purchase Agreement (Blue Nile Inc)

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

Appears in 1 contract

Samples: Underwriting Agreement (Entellus Medical Inc)

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

Appears in 1 contract

Samples: Underwriting Agreement (Intercept Pharmaceuticals Inc)

Opinion of Counsel for the Selling Stockholders. At Closing Time, the Representatives shall have received an the favorable opinion, dated as of Closing Time, of Wilsxx Xxxxxxx Xxxxxxxx & XxxxxxxxXosaxx, counsel xxunsel for the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C heretoB hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Plantronics Inc /Ca/)

Opinion of Counsel for the Selling Stockholders. At Closing Time, the Representatives Representative(s) shall have received an the favorable opinion, dated as of Closing Time, of Xxxxxxxx Xxxxx & XxxxxxxxBerne LLP, counsel for the Selling StockholdersStockholder(s), in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C heretoB hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Ctpartners Executive Search LLC)

Opinion of Counsel for the Selling Stockholders. At Closing Time, the Representatives shall have received an the favorable opinion, dated as of Closing Time, of Xxxxxxxx & XxxxxxxxProskauer Rose L.L.P., counsel for the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C heretoB hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Purchase Agreement (24/7 Media Inc)

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

Appears in 1 contract

Samples: Underwriting Agreement (Colony Financial, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Representatives shall have received an the favorable opinion, dated as of the Closing Time, of (i) Xxxxxx Xxxx & Xxxxxxxx & XxxxxxxxLLP and (ii) Stoel Rives LLP, counsel for the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C heretoUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (DST Systems Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing TimeDate, the Representatives shall have received an the favorable opinion, dated as of the Closing TimeDate, of Xxxxxxxx & XxxxxxxxBainbridge Law Group, P.C., counsel for the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to such effect as counsel to the effect set forth in Exhibit C heretoUnderwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Volcom Inc)

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

Appears in 1 contract

Samples: Underwriting Agreement (Globus Medical Inc)

Opinion of Counsel for the Selling Stockholders. At Closing Time, the Representatives shall have received an the favorable opinion, dated as of Closing Time, of Xxxxxxxx Xxxxxxx, Xxxxxxxxxxx & Xxxxxxxx, LLC, counsel for the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, to the effect set forth in Exhibit C heretoB hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Purchase Agreement (Istar Financial Inc)

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

Appears in 1 contract

Samples: Purchase Agreement (Superior Offshore International Inc.)

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

Appears in 1 contract

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

Opinion of Counsel for the Selling Stockholders. At Closing Time, the Representatives shall have received an the favorable opinion, dated as of Closing Time, of Xxxxxxxx [Nuttxx, XxClxxxxx & XxxxxxxxXish, LLP], counsel for the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C heretoB hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Shares of Common Stock Purchase Agreement (Provant Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Representatives shall have received an opinionthe opinions, dated as of the Closing Time, of Xxxxxxxx each of Ropes & XxxxxxxxGxxx LLP and Torys LLP, counsel counsels for the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters Underwriters, in form and substance reasonably satisfactory to the effect set forth in Exhibit C heretoRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Hayward Holdings, Inc.)

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

Appears in 1 contract

Samples: Underwriting Agreement (Southeastern Grocers, Inc.)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Representatives shall have received an opinionopinion and negative assurance letter, dated as of the Closing Time, of Xxxxxxxx & XxxxxxxxXxxxxxx Procter LLP, counsel for the Selling Stockholders, in the form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of Underwriters previously agreed upon by the Representatives and such letter for each of the other Underwriters to the effect set forth in Exhibit C heretocounsel.

Appears in 1 contract

Samples: Underwriting Agreement (Medallia, Inc.)

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Opinion of Counsel for the Selling Stockholders. At Closing Time, the Representatives shall have received an the favorable opinion, dated as of Closing Time, of Xxxxxxxx & Xxxxxxx Xxxxxxxx, legal counsel for the Selling StockholdersHARAX Holdings S.A., in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C B hereto.

Appears in 1 contract

Samples: Purchase Agreement (Invision Technologies Inc)

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

Appears in 1 contract

Samples: Purchase Agreement (Universal Compression Holdings Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Representatives Representative(s) shall have received an the favorable opinion, dated as of the Closing Time, of Xxxxxxxx & XxxxxxxxXxxxx Xxxxx LLP, counsel for the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C heretoB hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Potbelly Corp)

Opinion of Counsel for the Selling Stockholders. At Closing Time, the Representatives shall have received an the favorable opinion, dated as of Closing Time, of Xxxxxxxx & XxxxxxxxXxxxxxxx LLP, special counsel for the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C heretoB hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Purchase Agreement (Sigmatel Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Representatives shall have received an the opinion, dated as of the Closing Time, of Xxxxxxxx Xxxxxx & XxxxxxxxXxxxxx L.L.P., counsel for the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C heretoB hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Quintana Energy Services Inc.)

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

Appears in 1 contract

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

Opinion of Counsel for the Selling Stockholders. At Closing Time, the Representatives shall have received an the favorable opinion, dated as of Closing Time, of Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & XxxxxxxxXxxxx LLP, counsel for the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C heretoB hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Ipg Photonics Corp)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Representatives shall have received an the favorable opinion, dated as of the Closing Time, of Xxxxxxxx Xxxxx & XxxxxxxxXxXxxxx LLP, counsel for the Selling StockholdersStockholder(s), in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C heretohereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Advanced BioHealing Inc)

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

Appears in 1 contract

Samples: Underwriting Agreement (Intercept Pharmaceuticals Inc)

Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Representatives shall have received an the favorable opinion, dated as of the Closing Time, of Xxxxxx, Xxxx & Xxxxxxxx & XxxxxxxxLLP, Xxxxxxxxx Xxxxxxx, P.A. and Thorsteinssons, LLP, counsel for the applicable Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C heretoB hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (89bio, Inc.)

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

Appears in 1 contract

Samples: Purchase Agreement (Maincontrol Inc /De)

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

Appears in 1 contract

Samples: Purchase Agreement (Verisk Analytics, Inc.)

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