Opinions of Counsel for the Selling Shareholders. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of the respective counsel for each of the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request.
Opinions of Counsel for the Selling Shareholders. Xxxxxx LLP, counsel for the Selling Shareholders, shall have furnished to the Representatives, at the request of the Company, 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.
Opinions of Counsel for the Selling Shareholders. At Closing Time, the Representatives shall have received the favorable opinions, dated as of Closing Time, of (A) Xxxxxxxx & Xxxxxxxx LLP, as United States counsel for Philips, (B) A.F. Verdam, as Netherlands counsel for Philips, (C) Mayer, Brown, Xxxx & Maw LLP, as United States counsel for NavPart and (D) Houthoff Buruma, as Netherlands counsel for NavPart, in each case in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters.
Opinions of Counsel for the Selling Shareholders. The favorable opinions of (A) Xxxxxxxx & Xxxxxxxx LLP, as United States counsel for Philips, (B) A.F. Verdam, as Netherlands counsel for Philips, (C) Mayer, Brown, Xxxx & Maw LLP, as United States counsel for NavPart and (D) Houthoff Buruma, as Netherlands counsel for NavPart, 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 opinions required by Section 5(c) hereof.
Opinions of Counsel for the Selling Shareholders. Each of Ropes & Gray LLP, counsel for the Selling Shareholders, Xxxxxx and Xxxxxx (Cayman) LLP, Cayman counsel for TPG VII Valhalla Holdings, L.P., and Torys LLP, Canadian counsel for CPP Investment Board PMI-3, Inc., shall have furnished to the Representatives, at the request of the Selling Shareholders, 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.
Opinions of Counsel for the Selling Shareholders. The opinions of counsel for the Selling Shareholders, 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.
Opinions of Counsel for the Selling Shareholders. At the Closing Time, the Representative shall have received (i) the favorable opinion, dated the Closing Time, of Xxxxxxx & Xxxxxx LLP, U.S. counsel for the Selling Shareholders, and (ii) the favorable opinion, dated the Closing Time, of NautaDutilh N.V., Dutch counsel for Cabana Investors B.V., each in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters substantially to the effect set forth in Exhibits A-3 and A-2, respectively, hereto and to such further effect as the Underwriters may reasonably request.
Opinions of Counsel for the Selling Shareholders. At Closing Time, the U.S. Representatives shall have received the favorable opinions, dated as of the Closing Time, of the several counsel of the Selling Shareholders in each case in form and substance satisfactory to counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters, to the effect set forth in Exhibit B hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law and the Revised Uniform Limited Partnership Act of Delaware, as applicable, upon the opinions of counsel satisfactory to the U.S. Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of the Selling Shareholders or officers of the Company and its subsidiaries and certificates of public officials.
Opinions of Counsel for the Selling Shareholders. The favorable opinions of (i) Xxxx, Xxxxxx & Xxxxxxxxx LLP, counsel for the JHL Trust, (ii) Xxxxxxxx, Xxxxxx & Finger, P.A., counsel for the QVT Series LP, (iii) Walkers, counsel for Saratoga, (iv) Sidley Austin LLP, counsel for the JHL Selling Shareholders (other than the JHL Trust) and the QVT Selling Shareholders (other than the QVT Series LP and Saratoga), (v) Weil, Gotshal & Xxxxxx LLP, New York counsel for each of the Fortress Selling Shareholders, (vi) Xxxx Xxxxxxxx, Delaware counsel for each of the Fortress Selling Shareholders other than Xxxxxx Investment Partners LLC and (vii) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Delaware counsel for Xxxxxx Investment Partners LLC, 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(c) hereof.
Opinions of Counsel for the Selling Shareholders. Xxxxxxxx & Xxxxx LLP, counsel for GTCR Fund VII, L.P. and GTCR Co-Invest, L.P. (collectively, the “GTCR Selling Shareholders”), shall have furnished to the Representatives, at the request of the GTCR Selling Shareholders, their written opinion, dated the Closing Date and addressed to the Underwriters and the Company, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-1 hereto. Xxxxxx & Bird LLP, counsel for the Selling Shareholders other than the GTCR Selling Shareholders (collectively, the “Other Selling Shareholders”), shall have furnished to the Representatives, at the request of the Other Selling Shareholders, their written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-2 hereto.
