Common use of Opinion and Comfort Letter Clause in Contracts

Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration of Registrable Securities (but only if such Holder is First Reserve or an FRC Affiliate) or of any underwriter in connection herewith, on the date or dates requested by such Holder (but only if such Holder is First Reserve or an FRC Affiliate), (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to First Reserve or an FRC Affiliate requesting registration of Registrable Securities and (ii) a "comfort" letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

Appears in 3 contracts

Samples: Stockholder Agreement (Dresser-Rand Group Inc.), Stockholder Agreement (Dresser-Rand Group Inc.), Stockholder Agreement (Dresser-Rand Group Inc.)

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Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration of Registrable Securities (but only if such Holder is First Reserve or an FRC Affiliate) or of any underwriter in connection herewithSecurities, on the date or dates requested by that such Holder (but only Registrable Securities are delivered to the underwriter(s) for sale, if such Holder is First Reserve or an FRC Affiliate)securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registrationoffering, addressed to the underwriters, if any, and to First Reserve or an FRC Affiliate the Holders requesting registration of Registrable Securities and (ii) a "comfort" letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registrationoffering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (YY Inc.), Investors’ Rights Agreement (Jupai Holdings LTD), Investors’ Rights Agreement (Jupai Holdings LTD)

Opinion and Comfort Letter. Furnishfurnish, at the request of any Holder the Holders requesting registration of Registrable Securities (but only if such Holder is First Reserve or an FRC Affiliate) or of any underwriter in connection herewithSecurities, on the date or dates requested by that such Holder (but only Registrable Securities is delivered to the underwriter for sale, if such Holder is First Reserve or an FRC Affiliate)securities are being sold through underwriter, or, if such securities are not being sold through underwriter, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters underwriter in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwritersunderwriter, if any, and to First Reserve or an FRC Affiliate the Holders requesting registration of Registrable Securities and (ii) a "comfort" letter dated as of such date, from the independent certified public accountants auditors of the Company, in form and substance as is customarily given by independent certified public accountants auditors to underwriters underwriter in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwritersunderwriter, if any, and to the Holders requesting registration of Registrable Securities.;

Appears in 2 contracts

Samples: Registration Rights Agreement (Ostin Technology Group Co., Ltd.), Registration Rights Agreement (MIDEA INTERNATIONAL CO., LTD)

Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration of Registrable Securities (but only if such Holder is First Reserve or an FRC Affiliate) or of any underwriter in connection herewithSecurities, on the date or dates requested by that such Holder (but only Registrable Securities are delivered to the underwriter(s) for sale, if such Holder is First Reserve or an FRC Affiliate)securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registrationoffering, addressed to the underwriters, if any, and to First Reserve or an FRC Affiliate the Holders requesting registration of Registrable Securities and (ii) a "comfort" letter letters dated as of (x) the effective date of the registration statement covering such dateRegistrable Securities and (y) the closing date of the offering, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registrationoffering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

Appears in 2 contracts

Samples: Flights Agreement (GCL Silicon Technology Holdings Inc.), Investors’ Rights Agreement (GCL Silicon Technology Holdings Inc.)

Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration of Registrable Securities (but only if such Holder is First Reserve or an FRC Affiliate) or of any underwriter in connection herewithSecurities, on the date or dates requested by that such Holder (but only Registrable Securities are delivered to the underwriter(s) for sale, if such Holder is First Reserve or an FRC Affiliate)securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to First Reserve or an FRC Affiliate requesting (ii) letters dated as of (x) the effective date of the registration of statement covering such Registrable Securities and (iiy) a "comfort" letter dated as the closing date of such date, the offering from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

Appears in 2 contracts

Samples: Eleventh Amended and Restated Shareholders Agreement (Kanzhun LTD), Eleventh Amended and Restated Shareholders Agreement (Kanzhun LTD)

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Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration Furnish to each seller of Registrable Securities (but only if such Holder is First Reserve or an FRC Affiliate) or of any underwriter in connection herewith-------------------------- Securities, on the date or dates requested by that such Holder (but only Registrable Securities are delivered to the underwriters for sale, if such Holder is First Reserve or an FRC Affiliate)Registrable Securities are being sold through underwriters, or, if such Registrable Securities are not being sold through underwriters, on the date that the registration statement with respect to such Registrable Securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given by issuer's counsel to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registrationsuch seller, addressed to the underwriters, if any, and to First Reserve or an FRC Affiliate requesting registration of Registrable Securities such seller and (ii) a "comfort" letter letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registrationsuch seller, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.such seller; and

Appears in 1 contract

Samples: Registration Rights Agreement (Apw LTD)

Opinion and Comfort Letter. FurnishXxxxxxx, at the request of any Holder requesting registration of Registrable Securities (but only if such Holder is First Reserve or an FRC Affiliate) or of any underwriter in connection herewithSecurities, except for a request for registration pursuant to Section 4.1 hereof, on the date or dates requested by that such Holder (but only Registrable Securities are delivered to the underwriter(s) for sale, if such Holder is First Reserve or an FRC Affiliate)securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to First Reserve or an FRC Affiliate the Holders requesting registration of Registrable Securities and (ii) a "comfort" letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

Appears in 1 contract

Samples: Investor Rights Agreement (Regentis Biomaterials Ltd.)

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