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

Opinion of Counsel for the Selling Shareholders. The opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 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(c) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Talmer Bancorp, Inc.), Underwriting Agreement (Talmer Bancorp, Inc.)

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Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of SkaddenXxxx, ArpsWeiss, SlateRifkind, Xxxxxxx & Xxxx Xxxxxxxx LLP, 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(c5(d) hereof.

Appears in 2 contracts

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

Opinion of Counsel for the Selling Shareholders. The opinion If requested by the Representatives, the favorable opinions of SkaddenXxxxxx, ArpsXxxx & Xxxxxxxx LLP, Slate, Xxxxx-Xxxxx and Xxxxxxx & Xxxx Procter LLP, 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 acquired on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (FleetMatics Group PLC), Underwriting Agreement (FleetMatics Group PLC)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of SkaddenXxxx, ArpsWeiss, SlateRifkind, Xxxxxxx & Xxxx Xxxxxxxx LLP, 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(c) hereof.

Appears in 2 contracts

Samples: Purchase Agreement (MSC Industrial Direct Co Inc), Purchase Agreement (MSC Industrial Direct Co Inc)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of Skadden, Arps, Slate, Xxxxxxx Xxxxx & Xxxx Xxxxxxxxx LLP, 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(c) hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Arhaus, Inc.), Underwriting Agreement (Arhaus, Inc.)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx Fxxxx & Xxxx Lxxxxxx LLP, 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(c5(d) hereof.

Appears in 1 contract

Samples: Tomotherapy Incorporated (TomoTherapy Inc)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representative, the favorable opinion of SkaddenXxxxxx, Arps, Slate, Xxxxxxx Xxxx & Xxxx Xxxxxxxx LLP, 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(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Viant Technology Inc.)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP, 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(c5(d) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Mission Produce, Inc.)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx Fxxxx & Xxxx Lardner LLP, 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(c5(d) hereof.

Appears in 1 contract

Samples: Purchase Agreement (TomoTherapy Inc)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPBroad and Xxxxxx, counsel for the Selling Shareholders, 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.

Appears in 1 contract

Samples: Perry Ellis International Inc

Opinion of Counsel for the Selling Shareholders. The favorable opinion of SkaddenStraxxxx, ArpsXxxxx, SlateXxevxxx & Xounx, Xxxxxxx & Xxxx LLPXXP, 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(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Legg Mason Inc)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representative, the favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP, 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(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Cal-Maine Foods Inc)

Opinion of Counsel for the Selling Shareholders. The opinion If requested by the Representatives, the favorable opinions of SkaddenXxxxxx Xxxx & Xxxxxxxx LLP, Arps, Slate, Xxxxx-Xxxxx and Xxxxxxx & Xxxx Procter LLP, 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 acquired on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (FleetMatics Group PLC)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of SkaddenSheppard, Arps, SlateMullin, Xxxxxxx & Xxxx Xxxxxxx LLP, 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(c) hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Jamdat Mobile Inc)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representative, the opinion of SkaddenXxxxxx and Xxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Selling Shareholders, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Construction Partners, Inc.)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP, 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(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ameresco, Inc.)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of SkaddenWallxx Xxxsxxx Xxxxxx & Davix, Arps, Slate, Xxxxxxx & Xxxx LLPX Professional Limited Liability Company, 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(c) hereof.

Appears in 1 contract

Samples: Province Healthcare Co

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Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of SkaddenXxxx, ArpsWeiss, SlateRifkind, Xxxxxxx & Xxxx LLPXxxxxxxx LLP and Miles & Stockbridge P.C., 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(c5(d) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Rexnord Corp)

Opinion of Counsel for the Selling Shareholders. The ----------------------------------------------- favorable opinion of Skadden, Arps, Slate, Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLPXxxxx, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the U.S. 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.

Appears in 1 contract

Samples: Purchase Agreement (Federal Mogul Corp)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP, 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(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Flagstar Bancorp Inc)

Opinion of Counsel for the Selling Shareholders. The ----------------------------------------------- favorable opinion of SkaddenXxxxx & Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLPL.L.P., 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(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Danaher Corp /De/)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of Skadden, Arps, Slate, Xxxxxxx N. I. Jxxxxx & Xxxx LLPAssociates, counsel for the Selling Shareholders, 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(c6(h) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (CannTrust Holdings Inc.)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of SkaddenMiller, ArpsEgan, Slate, Xxxxxxx Xxxxxx & Xxxx Xxxxxx LLP, 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(c) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Masergy Communications Inc)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the favorable opinion of Skadden, Arps, Slate, Xxxxxxx Drinker Xxxxxx & Xxxx Xxxxx LLP, 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(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (Towers Watson & Co.)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representative, the favorable opinion of Skadden, Arps, Slate, Xxxx Xxxxxxx & Xxxx LLP, 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(c) hereof.

Appears in 1 contract

Samples: Purchase Agreement (TMS International Corp.)

Opinion of Counsel for the Selling Shareholders. The opinion of SkaddenWachtell, ArpsLipton, Slate, Xxxxxxx Xxxxx & Xxxx LLPXxxx, counsel for the Selling Shareholders, 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(c5(d) hereof.

Appears in 1 contract

Samples: Of Purchase Agreement (Kbw, Inc.)

Opinion of Counsel for the Selling Shareholders. The If requested by the Representatives, the opinion of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory reasonably acceptable 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.

Appears in 1 contract

Samples: Underwriting Agreement (Allison Transmission Holdings Inc)

Opinion of Counsel for the Selling Shareholders. The favorable opinion of Skadden, Arps, Slate, Xxxxxxx Xxxxx & Xxxx LLPAssociates, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Additional Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c5(g) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Private Media Group Inc)

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