Opinions of Counsel for the Selling Stockholders. Ropes & Xxxx LLP, Xxxxxxxx & Xxxxx LLP, or such other counsel as is reasonably acceptable to the Underwriter for the Selling Stockholders shall have furnished to the Underwriter, at the request of the applicable Selling Stockholders, their written opinion, dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter.
Opinions of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and Xxxxxx and Calder, counsel for the Selling Stockholders, shall have each furnished to the Underwriters, at the request of the Selling Stockholders, their respective written opinions, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Annex A-3 and Annex A-4-1 through A-4-7, respectively, hereto.
Opinions of Counsel for the Selling Stockholders. At Closing Time, the Underwriters shall have received the favorable opinions, dated as of Closing Time, of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for certain of the Selling Stockholders, of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for certain of the Selling Stockholders, and of O’Melveny Xxxxx LLP, counsel for certain of the Selling Stockholders, each to the effect set forth in Exhibit F hereto.
Opinions of Counsel for the Selling Stockholders. (1) The Representatives shall have received an opinion, dated such Closing Date, of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders consisting of The Xxxxxxx Sachs Group, Inc. Funds, in a form reasonably satisfactory to the Representatives, (2) the Representatives shall have received an opinion, dated such Closing Date, of Xxxxxx & Xxxxxxx LLP, counsel for the Selling Stockholders consisting of the Carlyle/Riverstone Funds, in a form reasonably satisfactory to the Representatives, (3) the Representatives shall have received opinions, dated such Closing Date, of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders consisting of the First Reserve Funds, in a form reasonably satisfactory to the Representatives and (4) the Representatives shall have received opinions, dated such Closing Date, of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP and Stikeman Elliot LLP, counsel for the Selling Stockholders consisting of the XXXX Funds, in a form reasonably satisfactory to the Representatives.
Opinions of Counsel for the Selling Stockholders. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion, addressed to the Underwriters, from each of (i) Xxxxxx & Xxxxxxx LLP, counsel to the ECP Selling Stockholders, (ii) Xxxxx Xxxxx L.L.P., counsel for the Tortoise Selling Stockholders, and (iii) local Maryland counsel to certain of the Tortoise Selling Stockholders, each in form and substance reasonably satisfactory to the Representatives.
Opinions of Counsel for the Selling Stockholders. You shall have received on the First Closing Date and the Second Closing Date, as the case may be: (i) an opinion of Xxxxxxxxx Traurig, LLP counsel for the Principal Selling Stockholders (which opinion may be included in the opinion and letter referred to in Section 4(d) above) and (ii) an opinion of [ ], counsel for the Other Selling Stockholders, each as to the matters set forth in Exhibit D, dated the First Closing Date or the Second Closing Date, addressed to the Underwriters and with reproduced copies or signed counterparts thereof for each of the Underwriters. Counsel rendering the opinions contained in Exhibit D may rely as to questions of law not involving the laws of the United States or the States of California, Washington or New York or the General Corporation Law of the State of Delaware upon opinions of local counsel, and as to questions of fact upon representations or certificates of officers of the Company, the Selling Stockholders or officers of the Selling Stockholders, and of government officials, in which case their opinion is to state that they are so relying and that they have no knowledge of any material misstatement or inaccuracy in any such opinion, representation or certificate. Copies of any opinion, representation or certificate so relied upon shall be delivered to you, as Representatives of the Underwriters, and to Underwriters' Counsel.
Opinions of Counsel for the Selling Stockholders. Xxxxxxxx & Xxxxx LLP, counsel for Summit Partners and its affiliates (collectively, “Summit Partners”) in their capacity as 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, to the effect set forth in Annex B hereto. Sidley Austin LLP, counsel for the Selling Stockholders other than Summit Partners, shall have furnished to the Representatives, at the request of 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, to the effect set forth in Annex C hereto.
Opinions of Counsel for the Selling Stockholders. On the First Closing Date the Representatives shall have received the favorable opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, and Xxxxxx & Xxxxxxx LLP, counsel for the other Selling Stockholders, each dated as of such Closing Date, the form of which is attached as Exhibit B (and the Representatives shall have received an additional [ ] conformed copies of each such counsel’s legal opinion for each of the several Underwriters).
Opinions of Counsel for the Selling Stockholders. The Company and the Selling Stockholders shall have requested and caused (i) XxXxxxxxx Will & Xxxxx LLP, counsel for certain of the Selling Stockholders, to furnish to the Underwriter its opinions, dated the Closing Date, and addressed to the Underwriter, to the effect set forth on Exhibit A hereto, (ii) Xxxxxx, Xxxxxx & Little LLP, counsel for certain of the Selling Stockholders, to furnish to the Underwriter its opinion, dated the Closing Date, and addressed to the Underwriter, to the effect set forth on Exhibit B hereto, and (iii) Weil, Gotshal & Xxxxxx LLP, counsel for the Selling Stockholders, to furnish to the Underwriter its opinion, dated the Closing Date, and addressed to the Underwriter, to the effect set forth on Exhibit C hereto.
Opinions of Counsel for the Selling Stockholders. Shibolet & Co., Xxxxx Xxxxx and Xxxxx Xxxxxx, each counsel for a Selling Stockholder with respect to the law of its home jurisdiction and King & Spalding LLP, counsel for the Selling Stockholders with respect to New York law, shall have furnished to the Representatives, at the request of such Selling Stockholders, their written opinion, dated the Additional Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex G hereto.
