Opinions of Counsels for the Selling Stockholders Sample Clauses

Opinions of Counsels for the Selling Stockholders. At the Closing Time, the Underwriter shall have received the favorable opinion, dated the Closing Time, of each of (i) Ropes & Xxxx, LLP, counsel to CCMP Capital Investors II, L.P., (ii) Walkers Global, counsel for CCMP Capital Investors (Cayman) II, L.P., and (iii) Torys LLP, counsel for PE12PXPE (Talon) Ltd. and PE12GVPE (Talon) Ltd., in form and substance reasonably satisfactory to counsel for the Underwriter.
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Opinions of Counsels for the Selling Stockholders. If requested by the Representative, the favorable opinion of (i) Ropes & Xxxx, LLP, counsel to CCMP Capital Investors II, L.P., (ii) Walkers Global, counsel for CCMP Capital Investors (Cayman) II, L.P. and (iii) Torys LLP, counsel for PE12PXPE (Talon) Ltd. and PE12GVPE (Talon) Ltd., , 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.
Sample 1Sample 2
Opinions of Counsels for the Selling Stockholders. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of each of (i) Ropes & Xxxx, LLP, counsel to CCMP Capital Investors II, L.P., (ii) Walkers Global, counsel for CCMP Capital Investors (Cayman) II, L.P., (iii) Torys LLP, counsel for PE12PXPE (Talon) Ltd. and PE12GVPE (Talon) Ltd., and (iv) Xxxxxxx Xxxxx, PLLC, counsel for Boots Family Trust No. 1 U/A 12-29-2005, together with signed or reproduced copies of such letters for each of the other Underwriters, in form and substance reasonably satisfactory to counsel for the Underwriters.
Sample 1Sample 2
Opinions of Counsels for the Selling Stockholders. If requested by the Representatives, the favorable opinion of (i) Ropes & Xxxx, LLP, counsel to CCMP Capital Investors II, L.P., (ii) Walkers Global, counsel for CCMP Capital Investors (Cayman) II, L.P., (iii) Torys LLP, counsel for PE12PXPE (Talon) Ltd. and PE12GVPE (Talon) Ltd., and (iv) Xxxxxxx Xxxxx, PLLC, counsel for Boots Family Trust No. 1 U/A 12-29-2005, 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.
Sample 1Sample 2
Opinions of Counsels for the Selling Stockholders. On the First Closing Date the Representative shall have received the opinions of Xxxxxxxx & Shohl, LLP, Sugar, Friedberg & Xxxxxxxxxx LLP, and WeirFoulds LLP, counsels for the Selling Stockholders, dated as of such Closing Date, the forms of which are attached as Exhibit B, Exhibit C and Exhibit D, respectively (and the Representative shall have received an additional four conformed copies of each such counsel’s legal opinion for each of the several Underwriters).
Sample 1

Related to Opinions of Counsels for the Selling Stockholders

  • Opinion of Counsel for the Selling Stockholders At the Closing Time, the Underwriters shall have received the opinions, dated the Closing Time, of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the Underwriters.

  • Opinion of Counsel for the Selling Shareholders At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for 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, substantially to the effect set forth set forth in Exhibit B hereto.

  • Opinion of Counsel for the Selling Stockholder At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Hogan Lovells US LLP, counsel for the Selling Stockholder, 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 and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion and 10b-5 Statement of Counsel for the Initial Purchasers The Representative shall have received on and as of the Closing Date an opinion and 10b-5 statement of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion and 10b-5 Statement of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion of Counsel for the Initial Purchasers On the Closing Date the Initial Purchasers shall have received the favorable opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

  • Opinion of Counsel for the Underwriters On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, dated as of such date.

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties of the Selling Stockholders Each of the Selling Stockholders severally and not jointly represents and warrants to each Underwriter and the Company that:

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

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