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

Opinion of Counsel for the Selling Stockholders. On the First Closing Date, the Representatives shall have received the opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, dated as of such closing date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations (and the Representatives shall have received an additional five copies of such counsel’s legal opinion for each of the several Underwriters).

Appears in 2 contracts

Samples: Underwriting Agreement (Nuvasive Inc), Underwriting Agreement (Nuvasive Inc)

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Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received the opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, dated as of such closing date, in the form of which is attached hereto as Exhibit D, subject A-2 and to customary qualifications and limitations (and such further effect as the Representatives shall have received an additional five copies of such counsel’s legal opinion for each of the several Underwriters)reasonably request.

Appears in 2 contracts

Samples: Zoe's Kitchen, Inc., Zoe's Kitchen, Inc.

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date and each Option Closing Date, the Representatives Representative shall have received the opinion of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxx LLPXxxxxxxxx, LLP and Xxxxxx and Calder, counsel for the Selling Stockholders, dated as of such closing date, in substantially the form of which is forms attached hereto as Exhibit D, subject C and to customary qualifications and limitations (and such further effect as the Representatives Representative shall have received an additional five copies of such counsel’s legal opinion for each of the several Underwriters).reasonably request

Appears in 2 contracts

Samples: Underwriting Agreement (TCV v Lp), Underwriting Agreement (TechTarget Inc)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date, Date and the Second Closing Date the Representatives shall have received the favorable opinion of Xxxxxxxx O'Melveny & Xxxxx LLP, counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations B (and the Representatives shall have received an additional five copies conformed --------- copy of such counsel’s 's legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (Red Robin Gourmet Burgers Inc)

Opinion of Counsel for the Selling Stockholders. On the First Closing Date, Date the Representatives shall have received the favorable opinion of Xxxxxxxx & Xxxxx Coolxx Xxxward LLP, counsel for those Selling Stockholders who are individuals, and the favorable opinions of the respective counsels of each of the other Selling Stockholders, each dated as of such closing dateClosing Date, the form forms of which is are attached as Exhibit DB-1 and Exhibit B-2, subject to customary qualifications and limitations respectively (and the Representatives shall have received an additional five [___] conformed copies of each such counsel’s 's legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (Il Fornaio America Corp)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date, Date and each Option Closing Date the Representatives Representative shall have received the opinion opinions of Xxxxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxx Xxxx LLP, Xxxx X. XxXxxx and Xxxxxx Xxxxx, counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations C (and the Representatives Representative shall have received an additional five four conformed copies of such counsel’s legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (Gulfport Energy Corp)

Opinion of Counsel for the Selling Stockholders. On the First Closing Date, Date the Representatives Representative shall have received the favorable opinion of Xxxxxxxx & Xxxxx LLP[___], counsel for the Selling Stockholders, dated as of such closing datethe First Closing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations B (and the Representatives Representative shall have received an additional five [___] conformed copies of such counsel’s 's legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Custody Agreement (Reynard Motorsport Inc)

Opinion of Counsel for the Selling Stockholders. On the First Closing Date, Date the Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Gxxxxxx Procter LLP, counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject A and to customary qualifications and limitations such further effect as counsel for the Underwriters shall reasonably request (and the Representatives shall have received an additional five two conformed copies of such counsel’s legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (Inverness Medical Innovations Inc)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date, Date and each Option Closing Date the Representatives Representative shall have received the opinion of Xxxxxxxx & Xxxx Xxxxx LLP, counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject B and to customary qualifications and limitations such further effect as counsel for the Underwriters shall reasonably request (and the Representatives Representative shall have received an three additional five conformed copies of such counsel’s legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (Igate Corp)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date, Date and each Option Closing Date the Representatives shall have received the opinion of Xxxxxxxx & Xxxxx LLP[— ], counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject B and to customary qualifications and limitations such further effect as counsel for the Underwriters shall reasonably request (and the Representatives shall have received an additional five [—] conformed copies of such counsel’s legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (Vitacost.com, Inc.)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date, Date and any Subsequent Closing Date the Representatives shall have received the favorable opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations B (and the Representatives shall have received an additional five ten conformed copies of such counsel’s 's legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (Synagro Technologies Inc)

Opinion of Counsel for the Selling Stockholders. On the First Closing Date, Date the Representatives shall have received the favorable opinion of Xxxxxxxx & Xxxxx LLP[___], counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations A-3 (and the Representatives shall have received an additional five [___] conformed copies of such counsel’s 's legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (MKS Instruments Inc)

Opinion of Counsel for the Selling Stockholders. On the First Closing Date, Date the Representatives Representative shall have received the favorable opinion of Xxxxxxxx Duane, Morris & Xxxxx Xxxxxxxxx LLP, counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations B --------- (and the Representatives Representative shall have received an additional five three (3) conformed copies of such counsel’s 's legal opinion for each of the several Underwritersopinion).

Appears in 1 contract

Samples: Underwriting Agreement (Petroleum Development Corp)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date and the Second Closing Date, the Representatives Representative shall have received the favorable opinion of Xxxxxxxx & Xxxxx LLPXxxxxx Xxxxxxx Xxxxxx Di Xxxxxx Xxxxxx Inc., counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations C (and the Representatives Representative shall have received an additional five ten (10) conformed copies of such counsel’s legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (Molina Healthcare Inc)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date, Date and any Subsequent Closing Date the Representatives shall have received the favorable opinion of Xxxxxxxx Kirkland & Xxxxx Ellis LLP, counsel for the Selling Stockholders, dated as of such closing datedatex xx xx sucx Xxxsing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations B (and the Representatives shall have received an additional five ten conformed copies of such counsel’s 's legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Synagro Technologies Inc

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date, Date and each Option Closing Date the Representatives Representative shall have received the opinion of Xxxxx, Xxxxxxxx & Xxxxx Xxxxxxx, LLP, counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject B and to customary qualifications and limitations such further effect as counsel for the Underwriters shall reasonably request (and the Representatives Representative shall have received an additional five copies conformed copy of such counsel’s legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (Radiant Systems Inc)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, dated as of such closing date, in form and substance satisfactory to the form of which is attached as Exhibit D, subject to customary qualifications and limitations (and the Representatives shall have received an additional five copies of such counsel’s legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (BioScrip, Inc.)

Opinion of Counsel for the Selling Stockholders. On the First Closing Date, the Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxxxx, LLP, counsel for the Selling Stockholders, dated as of such closing date, in the form of which is attached hereto as Exhibit D, subject A-3 and to customary qualifications and limitations (and such further effect as the Representatives shall have received an additional five copies of such counsel’s legal opinion for each of the several Underwriters)reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Marrone Bio Innovations Inc)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date, Date and the Second Closing Date the Representatives shall have received the favorable opinion of Xxxxxxxx Freshman, Marantz, Orlanski, Xxxxxx & Xxxxx LLPXxxxx, counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations B (and the Representatives shall have received an --------- additional five conformed copies of such counsel’s 's legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (Franchise Mortgage Acceptance Co)

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Opinion of Counsel for the Selling Stockholders. On the First Closing Date, Date the Representatives Representative shall have received the favorable opinion of Xxxxxxxx Duane, Morris & Xxxxx Heckscher LLP, counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations B --------- (and the Representatives Representative shall have received an additional five three (3) conformed copies of such counsel’s 's legal opinion for each of the several Underwritersopinion).

Appears in 1 contract

Samples: Underwriting Agreement (Petroleum Development Corp)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx LLP, counsel for the Selling Stockholders, dated as of such closing date, in form and substance reasonably satisfactory to the form of which is attached as Exhibit D, subject to customary qualifications and limitations (and the Representatives shall have received an additional five copies of such counsel’s legal opinion for each of the several Underwriters)Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (PubMatic, Inc.)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received the opinion of Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP, counsel for the Selling Stockholders, dated as of such closing date, the in form of which is attached as Exhibit D, subject and substance reasonably satisfactory to customary qualifications and limitations (and the Representatives shall have received an additional five copies of such counsel’s legal opinion for each of and previously agreed upon with counsel to the several Underwriters)Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (El Pollo Loco Holdings, Inc.)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received the opinion of Xxxxxxxx Ropes & Xxxxx Xxxx LLP, counsel for the Selling Stockholders, dated as of such closing date, the form of which is attached as Exhibit D, subject C and to customary qualifications and limitations such further effect as the Representatives shall reasonably request (and the Representatives shall have received an additional five conformed copies of such counsel’s legal opinion for each of the other several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (Aegerion Pharmaceuticals, Inc.)

Opinion of Counsel for the Selling Stockholders. On the First Closing Date, Date the Representatives shall have received the favorable opinion of Xxxxxxxx Miller, Canfield, Paddock & Xxxxx LLPStone, PLC, counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations D (and the Representatives Representative shall have received an additional five four conformed copies of such counsel’s legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (Intralase Corp)

Opinion of Counsel for the Selling Stockholders. On the First Closing Date, Date the Representatives shall have received the favorable opinion of Xxxxxxxx Hill & Xxxxx LLPBarlxx, counsel xxunsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations A-3 (and the Representatives shall have received an additional five conformed copies of such counsel’s 's legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (MKS Instruments Inc)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date, Date and each Option Closing Date the Representatives shall have received the opinion of Xxxxxxxx & Xxxxx LLPthe Gxxxxxxxx Law Firm, counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations B (and the Representatives shall have received an additional five copies conformed copy of such counsel’s legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (LHC Group, Inc)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx LLP, counsel for the Selling Stockholders, dated as of such closing date, in the form of which is attached hereto as Exhibit D, subject C and to customary qualifications and limitations (and such further effect as the Representatives shall have received an additional five copies of such counsel’s legal opinion for each of the several Underwriters)reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Avalanche Biotechnologies, Inc.)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date, Date and the Second Closing Date each of the Representatives shall have received the favorable opinion of Xxxxxxxx & Xxxxx LLPPattxx Xxxgx XXX, counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations B (and the Representatives shall have received an additional five ten (10) conformed copies of such counsel’s 's legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (Filetek Inc)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date, Date and each Option Closing Date the Representatives shall have received the opinion of Xxxxxxxx & Xxxxx LLPXxxxxxxxx Law Firm, counsel for the Selling Stockholders, dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations B (and the Representatives shall have received an additional five copies conformed copy of such counsel’s 's legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: LHC Group, Inc

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date, Date and the Second Closing Date the Representatives shall have received the favorable opinion of Xxxxxxxx Morrxxxx & Xxxxx LLPXoerxxxx XXX, counsel for the Selling StockholdersStockholders (or such other counsel acceptable to the Representatives), dated as of such closing dateClosing Date, the form of which is attached as Exhibit D, subject to customary qualifications and limitations B (and the Representatives shall have received an additional five seven (7) conformed copies of such counsel’s 's legal opinion for each of the several Underwriters).]

Appears in 1 contract

Samples: Underwriting Agreement (JDS Uniphase Corp /Ca/)

Opinion of Counsel for the Selling Stockholders. On each of the First Closing Date, Date and the Second Closing Date the Representatives shall have received the favorable opinion of Xxxxxxxx O’Melveny & Xxxxx LLP, counsel for certain of the Selling Stockholders, and XxXxxxx Xxxxx LLP, counsel for certain of the other Selling Stockholders, dated as of such closing dateClosing Date, the form forms of which is are attached as Exhibit D, subject to customary qualifications and limitations B (and the Representatives shall have received an additional five copies conformed copy of such counsel’s legal opinion for each of the several Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (Red Robin Gourmet Burgers Inc)

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