Common use of Opinion of Counsel for the Underwriter Clause in Contracts

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxxx Procter LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

Appears in 4 contracts

Samples: Underwriting Agreement (CVD Equipment Corp), LGL Group Inc, Pico Holdings Inc /New

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Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxxx Procter LLPXxxxx Xxxx & Xxxxxxxx, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option such Closing Date, as the case may be, with respect to such matters as the Underwriter may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

Appears in 2 contracts

Samples: Underwriting Agreement (Nuance Communications, Inc.), Ariad Pharmaceuticals Inc

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxx & Xxxxxxx Procter LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

Appears in 2 contracts

Samples: Underwriting Agreement (B&G Foods, Inc.), Underwriting Agreement (B&G Foods, Inc.)

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxxx Procter Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option such Closing Date, as the case may be, with respect to such matters as the Underwriter may reasonably require, and the Selling Stockholders and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

Appears in 2 contracts

Samples: Employment Agreement (QCP GP Investors II LLC), Underwriting Agreement (Dice Holdings, Inc.)

Opinion of Counsel for the Underwriter. The Underwriter shall have received from on and as of the Closing Date an opinion of Sxxxxxx Xxxxxxx Procter & Bxxxxxxx, LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may requirereasonably request, and the Company such counsel shall have furnished to such counsel received such documents and information as they may reasonably request for the purpose of enabling to enable them to pass upon such matters.

Appears in 1 contract

Samples: Denbury Resources Inc

Opinion of Counsel for the Underwriter. The Underwriter shall have received from on and as of the Closing Date an opinion and 10b-5 statement of Sxxxxxx Xxxxxxx Procter & Bxxxxxxx LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may requirereasonably request, and the Company such counsel shall have furnished to such counsel received such documents and information as they may reasonably request for the purpose of enabling to enable them to pass upon such matters.

Appears in 1 contract

Samples: Underwriting Agreement (Polypore International, Inc.)

Opinion of Counsel for the Underwriter. The At the Closing Time, the Underwriter shall have received from Xxxxxxx Procter the opinion, dated as of the Closing Time, of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel for the Underwriter, in form and substance satisfactory to the Underwriter. In giving such opinion or opinionssuch counsel may state that, dated insofar as such opinion involves factual matters, they have relied, to the Closing Date and the Option Closing Dateextent they deem proper, as the case may be, with respect to such matters as the Underwriter may require, and upon certificates of officers of the Company shall have furnished to such counsel such documents as they request for the purpose and certificates of enabling them to pass upon such matterspublic officials.

Appears in 1 contract

Samples: Underwriting Agreement (Gillette Co)

Opinion of Counsel for the Underwriter. The Underwriter shall have received from the favorable opinion, dated as of the Closing Date, of Xxxxxx Xxxxxx & Xxxxxxx Procter LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may requirereasonably request, and the Company such counsel shall have furnished to such counsel received such documents and information as they may reasonably request for the purpose of enabling to enable them to pass upon such matters.

Appears in 1 contract

Samples: Cabelas Inc

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxxx Procter LLPon and as of the Closing Date, a written opinion of Xxxxxx & Xxxxxx L.L.P., counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may requirereasonably request, and the Company such counsel shall have furnished to such counsel received such documents and information as they may reasonably request for the purpose of enabling to enable them to pass upon such matters.

Appears in 1 contract

Samples: Forum Energy Technologies, Inc.

Opinion of Counsel for the Underwriter. The On the Closing Date the Underwriter shall have received from the favorable opinion of Xxxxxxx Procter LLP, counsel for the Underwriter, such opinion or opinions, addressed to the Underwriter and dated as of the Closing Date in form and substance satisfactory to the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may require, and the Underwriter. The Company shall have furnished to such counsel such documents as they request such may have requested for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Syntroleum Corp

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxxx Procter Xxxxxxxx & Xxxxx LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and addressed to the Option Closing Date, as the case may beUnderwriter, with respect to such the offering and sale of the Stock, the Registration Statement, the Prospectus (as amended or supplemented), the Disclosure Package and other related matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Aes Corp

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxxx Procter LLP, counsel for the Underwriter, such a written opinion or opinionsand negative assurance letter, each dated the Closing Date and the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they request it requests for the purpose of enabling them it to pass upon such matters.

Appears in 1 contract

Samples: Underwriting Agreement (Tilray, Inc.)

Opinion of Counsel for the Underwriter. The At Closing Time, the Underwriter shall have received from Xxxxxxx Procter the favorable opinion, dated as of the Closing Date, of BuckleySandler LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company shall have furnished to such counsel such documents as they request for the purpose and its subsidiaries and certificates of enabling them to pass upon such matterspublic officials.

Appears in 1 contract

Samples: Union Bankshares Corp

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxx & Xxxxxxx Procter LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option such Closing Date, as the case may be, with respect to such matters as the Underwriter may require, and the Selling Stockholders and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Underwriting Agreement (Talos Energy Inc.)

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxxx Procter LLP, counsel for the Underwriter, such opinion or opinions, dated on and as of the Closing Date and or the Option Closing Date, as the case may be, an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Underwriter, with respect to such matters as the Underwriter may requirereasonably request, and the Company such counsel shall have furnished to such counsel received such documents and information as they may reasonably request for the purpose of enabling to enable them to pass upon such matters.

Appears in 1 contract

Samples: Master Purchase Agreement (EQT Corp)

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxxx Procter LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Pico Holdings Inc /New

Opinion of Counsel for the Underwriter. The On the Closing Date, the Underwriter shall have received from Xxxxxxx Procter the opinion of O’Melveny & Xxxxx LLP, counsel for the Underwriter, such opinion or opinions, addressed to the Underwriter and dated as of the Closing Date in form and substance satisfactory to the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may require, and the Underwriter. The Company shall have furnished to such counsel such documents as they request such may have requested for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: HFF, Inc.

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Opinion of Counsel for the Underwriter. The Underwriter shall have received from Pillsbury Wxxxxxxx Xxxx Xxxxxxx Procter LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option such Closing Date, as the case may be, with respect to such matters as the Underwriter may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Underwriting Agreement (Cell Genesys Inc)

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxx & Xxxxxxx Procter LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may require, and the Selling Stockholders and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Underwriting Agreement (Talos Energy Inc.)

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxxx Procter LLPon the First Closing Date, counsel for or the Underwriter, such opinion or opinions, dated the Closing Date and the Option Second Closing Date, as the case may be, with respect to such matters as an opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, substantially in the Underwriter may require, and the form of Exhibit E hereto. The Company shall have furnished to such counsel such documents as they request may have requested for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Avanir Pharmaceuticals

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxxx Procter LLPon and as of the Closing Date an opinion of Xxxxx Xxxx & Xxxxxxxx, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may requirereasonably request, and the Company such counsel shall have furnished to such counsel received such documents and information as they may reasonably request for the purpose of enabling to enable them to pass upon such matters.

Appears in 1 contract

Samples: Underwriting Agreement (Gasco Energy Inc)

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxxx Procter LLP, counsel for the Underwriter, such opinion or opinions, dated on and as of the Closing Date and or the Option Additional Closing Date, as the case may be, an opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, counsel for the Underwriter, with respect to such matters as the Underwriter may requirereasonably request, and the Company such counsel shall have furnished to such counsel received such documents and information as they may reasonably request for the purpose of enabling to enable them to pass upon such matters.

Appears in 1 contract

Samples: Underwriting Agreement (Myriad Genetics Inc)

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxxx Procter LLPthe favorable opinion, dated as of the Closing Date, of Dxxxx Xxxx & Wxxxxxxx, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may requirereasonably request, and the Company such counsel shall have furnished to such counsel received such documents and information as they may reasonably request for the purpose of enabling to enable them to pass upon such matters.

Appears in 1 contract

Samples: GMX Resources Inc

Opinion of Counsel for the Underwriter. The At the Closing Time, the Underwriter shall have received from the favorable opinion, dated the Closing Time, of Skadden, Arps, Slate, Xxxxxxx Procter & Xxxx LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may reasonably require. Such counsel may also state that, and insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such mattersor a Bank Subsidiary and public officials.

Appears in 1 contract

Samples: Underwriting Agreement (Fulton Financial Corp)

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxxx Procter LLP, counsel for the Underwriter, such opinion or opinions, dated on and as of the Closing Date and or the Option Additional Closing Date, as the case may be, an opinion of Xxxxx Day, counsel for the Underwriter, with respect to such matters as the Underwriter may requirereasonably request, and the Company such counsel shall have furnished to such counsel received such documents and information as they may reasonably request for the purpose of enabling to enable them to pass upon such matters.

Appears in 1 contract

Samples: Underwriting Agreement (Union Drilling Inc)

Opinion of Counsel for the Underwriter. The Underwriter shall have received from on and as of the Closing Date an opinion and 10b-5 statement of Xxxxxxx Procter Xxxxxxx & Xxxxxxxx LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option Closing Date, as the case may be, with respect to such matters as the Underwriter may requirereasonably request, and the Company such counsel shall have furnished to such counsel received such documents and information as they may reasonably request for the purpose of enabling to enable them to pass upon such matters.

Appears in 1 contract

Samples: Polypore International, Inc.

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxxx Procter Xxxxx LLP, counsel for the Underwriter, shall have furnished to you such written opinion or opinions, dated the Closing Date and the Option Closing Date, as the case may be, with respect to such matters as the Underwriter you may requirereasonably request, and the Company such counsel shall have furnished to received such counsel such documents papers and information as they may reasonably request for the purpose of enabling to enable them to pass upon such matters.;

Appears in 1 contract

Samples: Underwriting Agreement (Encore Acquisition Co)

Opinion of Counsel for the Underwriter. The Underwriter shall have received from Xxxxxx & Xxxxxxx Procter LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and the Option such Closing Date, as the case may be, with respect to such matters as the Underwriter may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

Appears in 1 contract

Samples: Underwriting Agreement (Talos Energy Inc.)

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