Opinion of Counsel for the Selling Stockholders. At Closing Time, the Underwriter shall have received the favorable opinion, dated as of Closing Time, of Lxxx Xxxxxx, PC, counsel for the Selling Stockholders, in form and substance satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriter may reasonably request.
Appears in 2 contracts
Samples: Underwriting Agreement (Esquire Financial Holdings, Inc.), Underwriting Agreement (Esquire Financial Holdings, Inc.)
Opinion of Counsel for the Selling Stockholders. At On each of the First Closing TimeDate and each Option Closing Date, the Underwriter shall have received the favorable opinionopinion of Xxxxx Xxxxxxxxx, dated as of Closing Time, of Lxxx Xxxxxx, PC, general counsel for the Selling Stockholders, dated as of such date, in the form and substance satisfactory to counsel for the Underwriter, to the effect set forth in attached hereto as Exhibit B hereto A and to such further effect as counsel to the Underwriter may shall reasonably request.
Appears in 2 contracts
Samples: Underwriting Agreement (Icahn Carl C), Underwriting Agreement (Hain Celestial Group Inc)
Opinion of Counsel for the Selling Stockholders. At On the Closing TimeDate, the Underwriter shall have received the favorable opinionopinion of Xxxxx Xxxxxxxxx, dated as of Closing Time, of Lxxx Xxxxxx, PC, general counsel for the Selling Stockholders, dated as of such date, in the form and substance satisfactory to counsel for the Underwriter, to the effect set forth in attached hereto as Exhibit B hereto A and to such further effect as counsel to the Underwriter may shall reasonably request.
Appears in 2 contracts
Samples: Underwriting Agreement (Hain Celestial Group Inc), Underwriting Agreement (Icahn Carl C)
Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Lxxx Xxxxxx, PCXxxxxx & Xxxxxxx LLP, counsel for the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriter may reasonably request.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. At Closing Time, the Underwriter shall have received the favorable opinion, dated as of Closing Time, of Lxxx Xxxxxx, PCKxxxxxxx & Exxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Underwriter, at the request of the Selling Stockholders, their written opinion, dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriter may reasonably request.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. At On the Closing Time, Date the Underwriter shall have received the favorable opinion, dated as opinion of Closing Time, of Lxxx Xxxxxx, PCXxxxxx & Xxxxxxx LLP, counsel for the Selling Stockholders, in dated as of the Closing Date, the form and substance satisfactory to counsel for the Underwriter, to the effect set forth in of which is attached as Exhibit B hereto and to such further effect as counsel to the Underwriter may reasonably request.C.
Appears in 1 contract
Samples: Underwriting Agreement (Walter Industries Inc /New/)
Opinion of Counsel for the Selling Stockholders. At Closing Time, the The Underwriter shall have received the favorable an opinion, dated as of such Closing TimeDate, of Lxxx Xxxxxxthe respective counsel for each of the Selling Stockholders, PCsuch opinion or opinions, dated such Closing Date, with respect to such matters as the Underwriter may require, including the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, in the form and substance satisfactory to counsel for the Underwriter, to the effect set forth in attached hereto as Exhibit B hereto and to such further effect as counsel to the Underwriter may reasonably request.B.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. At Closing Time, the Underwriter shall have received the favorable opinion, dated as of Closing Time, of Lxxx Xxxxxx, PCWxxxxxx Xxxx & Gxxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Underwriter, at the request of the Selling Stockholders, their written opinion, dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriter may reasonably requestAnnex A-5 hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Polypore International, Inc.)
Opinion of Counsel for the Selling Stockholders. At On each of the Closing Time, Date and any Subsequent Closing Date the Underwriter shall have received the favorable opinion, dated as opinion of Closing Time, of Lxxx Xxxxxx, PCKxxxxxxx & Exxxx LLP, counsel for the Selling Stockholders, in dated as of such Closing Date, the form and substance satisfactory to counsel for the Underwriter, to the effect set forth in of which is attached as Exhibit B hereto and to such further effect as counsel to the Underwriter may reasonably request.B.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. At On the Closing TimeDate, the Underwriter shall have received the favorable opinion, dated as opinion of Closing Time, of Lxxx Xxxxxx, PCDechert LLP, counsel for the Selling Stockholders, the form of which is attached hereto as Exhibit B, addressed to the Underwriter and dated as of the Closing Date in form and substance satisfactory to O’Melveny & Xxxxx LLP, counsel for the Underwriter, to the effect set forth in Exhibit B hereto and . The Company shall have furnished to such further effect counsel such documents as counsel such may have requested for the purpose of enabling them to the Underwriter may reasonably requestpass upon such matters.
Appears in 1 contract
Samples: HFF, Inc.
Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriter shall have received the favorable opinion, dated as of the Closing Time, of Lxxx Xxxxxx, PCXxxxxx LLP, counsel for the Selling StockholdersStockholders listed on Schedule B hereto, in form and substance satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto hereto, and to such further effect counsel shall have received such papers and information as counsel to the Underwriter they may reasonably requestrequest to enable them to pass upon such matters.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. At On the Closing Time, Date the Underwriter shall have received the favorable opinion, dated as opinion of Closing Time, of Lxxx Xxxxxx, PCMcGuireWoods LLP, counsel for the Selling Stockholders, in dated as of the Closing Date, the form and substance satisfactory to counsel for the Underwriter, to the effect set forth in of which is attached as Exhibit B hereto and to such further effect as counsel to the Underwriter may reasonably request.B.
Appears in 1 contract
Samples: Underwriting Agreement (Red Robin Gourmet Burgers Inc)
Opinion of Counsel for the Selling Stockholders. At the Closing TimeDate, the Underwriter Underwriters shall have received the favorable opinion, dated as of the Closing TimeDate, of Lxxx Xxxxxx, PCAlston & Bird LLP, counsel for the Selling Stockholders, in form and substance xxx xubstance satisfactory to counsel for the UnderwriterUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit B G hereto and to such further effect as counsel to the Underwriter Underwriters may reasonably request.
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Opinion of Counsel for the Selling Stockholders. At Closing Time, the Underwriter Xxxxx Xxxxx L.L.P. shall have received furnished to the favorable Underwriters, at the request of the Selling Stockholders, their written opinion, dated as of the Closing Time, of Lxxx Xxxxxx, PC, counsel for Date and addressed to the Selling StockholdersUnderwriters, in form and substance reasonably satisfactory to counsel for the UnderwriterRepresentatives, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriter may reasonably requestAnnex A-3 hereto.
Appears in 1 contract
Samples: Forum Energy Technologies, Inc.
Opinion of Counsel for the Selling Stockholders. At On each of the First Closing TimeDate and each Option Closing Date, the Underwriter shall have received the favorable opinionopinion of Xxxxx Xxxxxxxxx, dated as of Closing Time, of Lxxx Xxxxxx, PC, general counsel for the Selling Stockholders, dated as of such date, in the form and substance satisfactory to counsel for the Underwriter, to the effect set forth in attached hereto as Exhibit B hereto A and to such further effect as counsel to the Underwriter may shall reasonably request.. (i)
Appears in 1 contract
Samples: www.sec.gov
Opinion of Counsel for the Selling Stockholders. At the Closing Time, the Underwriter Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Lxxx Xxxxxx, PCXxxxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, in form and substance satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriter may reasonably requestC hereto.
Appears in 1 contract
Samples: NCR Corp
Opinion of Counsel for the Selling Stockholders. At On the Closing TimeDate, the Underwriter Underwriters shall have received the favorable opinion, dated as opinion of Closing Time, of Lxxx Xxxxxx, PCXxxxxx Frome Wolosky LLP, counsel for the Selling Stockholders, dated as of such date, in form and substance reasonably satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriter may reasonably requestUnderwriters.
Appears in 1 contract
Samples: Engaged Capital LLC
Opinion of Counsel for the Selling Stockholders. At Closing Time, the The Underwriter shall have received the favorable an opinion, dated as of the Closing TimeDate, of Lxxx Xxxxxxthe respective counsel for each of the Selling Stockholders, PCsuch opinion or opinions, dated the Closing Date, with respect to such matters as the Underwriter may require, including the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling StockholdersApollo Entity and the Riverstone Entities, in the form and substance satisfactory to counsel for the Underwriter, to the effect set forth in attached hereto as Exhibit B hereto and to such further effect as counsel to the Underwriter may reasonably request.B.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. At Closing Time, the The Underwriter shall have received the favorable an opinion, dated as of the Closing TimeDate, of Lxxx Xxxxxx, PC, from counsel for to the Selling Stockholders, in form and substance reasonably satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriter may reasonably requestC, attached hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Exploration Co of Delaware Inc)