Common use of Opinion of Counsel for Company Clause in Contracts

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letter, dated the Closing Time, of Dxxxx Xxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Y-mAbs Therapeutics, Inc.)

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Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A hereto.

Appears in 1 contract

Samples: Kansas City Southern (Kansas City Southern)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and negative assurance letteropinion, dated the Closing Time, of Dxxxx Xxxxxx Barack Xxxxxxxxxx Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentative, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Representative may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Taylor Capital Group Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx DLA Piper LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance satisfactory to the Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Nuvasive Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx Barack Xxxxxxxxxx Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentative and substantially in the form of Exhibit A hereto, respectively, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (QCR Holdings Inc)

Opinion of Counsel for Company. At the Closing TimeDate, the Representatives shall have received the favorable opinion and negative assurance letter, each dated the as of Closing TimeDate, of Dxxxx Xxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company (“Company Counsel”), in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters, and of Xxxxx Xxxxxx, the General Counsel of the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter opinion for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Biocryst Pharmaceuticals Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letter, dated the Closing Time, of Dxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Prothena Corp Public LTD Co)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the as of Closing Time, of Dxxxx Xxxxxx Xxxxxxxx, Xxx, Xxxxxxxx & Ford, LLP, counsel for the Company, in form and substance satisfactory to counsel the Representatives, together with signed or reproduced copies of such letter for each of the Underwritersother Underwriters to the effect set forth in Exhibit A hereto and to such further effect as the Representatives may reasonably request, each in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (First NBC Bank Holding Co)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letteropinion, dated the Closing Time, of Dxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Aileron Therapeutics Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance assurances letter, each dated the Closing Time, of Dxxxx Xxxxxx LLP, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters .

Appears in 1 contract

Samples: Underwriting Agreement (Dutch Bros Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx Xxxxxxxx & Xxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially in the form attached as Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Huntsman International LLC)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received (i) the favorable opinion and (ii) a letter of negative assurance letterassurance, each dated the Closing Time, of Dxxxx Xxxxxx Xxxxxx Xxxxxx & Xxxxxx LLP, counsel for the Company, Company in form and substance satisfactory to counsel for the UnderwritersRepresentative and substantially in the form of Exhibit A-1 and Exhibit A-2 hereto, respectively, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Sb Financial Group, Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersRepresentative.

Appears in 1 contract

Samples: Underwriting Agreement (Jackson Acquisition Co)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx Hxxxx Lovells US LLP, counsel for the Company, in form and substance satisfactory to hitherto agreed with counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Purchase Agreement (Keyw Holding Corp)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and negative assurance letter, letter dated the Closing Time, of Dxxxx Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Veracyte, Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and negative assurance letter, dated the Closing Time, of Dxxxx Xxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentative, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A-1 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Syncardia Systems Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and negative assurance letteropinion, dated the Closing Time, of Dxxxx Xxxxxx LLPXxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersInitial Purchasers, together with signed or reproduced copies of such letter for each of the other UnderwritersInitial Purchasers to the effect set forth in Exhibit A hereto.

Appears in 1 contract

Samples: Purchase Agreement (Cypress Semiconductor Corp /De/)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the favorable opinion and negative assurance disclosure letter, each dated the Closing Time, of Dxxxx Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Amalgamated Financial Corp.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, counsel for the CompanyCompany (“Company Counsel”), in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Synacor, Inc.)

Opinion of Counsel for Company. At the Closing TimeDate, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated as of the Closing TimeDate, of Dxxxx Xxxxxx LLPXxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Bb&t Corp

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and negative assurance letterassurance, dated the Closing Time, of Dxxxx Xxxxxx Xxxxxxxx & Xxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersRepresentatives.

Appears in 1 contract

Samples: John Bean Technologies CORP

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx Faegre Xxxxx Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Fuller H B Co)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx XxXxxxx Xxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Newmarket Corp)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Faegre Drinker Xxxxxx & Xxxxx LLP, counsel for the Company, in form and substance satisfactory to the Representatives, with respect to the matters ordinarily included in opinion letters of issuer’s counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwritersto underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Fuller H B Co)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letter, each dated the Closing Time, of Dxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Aimmune Therapeutics, Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letteropinion, dated the Closing Time, of Dxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory reasonably acceptable to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Allison Transmission Holdings Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letter, dated the Closing Time, of Dxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Prothena Corp PLC)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letter10b-5 statement, dated the Closing Time, of Dxxxx Xxxxxx & Xxxxxxx LLP, US counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (MeiraGTx Holdings PLC)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and negative assurance letterfavorable opinion, dated as of the Closing Time, of Dxxxx Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit A hereto.

Appears in 1 contract

Samples: Purchase Agreement (Biomarin Pharmaceutical Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letter, each dated the Closing Time, of Dxxxx Xxxxxx Lxxxxxxxxx Xxxxxxx LLP, counsel for the Company, together with the opinions of Gxxxxxxxx Traurig, LLP and Bozicevic, Field & Fxxxxxx LLP, special counsel for the Company with respect to intellectual property matters, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other UnderwritersUnderwriters .

Appears in 1 contract

Samples: Underwriting Agreement (Provention Bio, Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx (i) Xxxxxx Xxxxxx, Executive Vice President, Corporate Secretary and General Counsel of the Company, and (ii) Xxxxx Xxxxxx LLP, special counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Iberiabank Corp)

Opinion of Counsel for Company. At the Closing Time, the The Representatives shall have received the opinion and negative assurance letter, dated the Closing Time, of Dxxxx Xxxxxx from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company, such opinion and disclosure letters, each dated such Closing Date, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of to the other Underwriterseffect set forth in Schedules C and C-1 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Cb Richard Ellis Group Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and negative assurance letter, dated the Closing Time, of Dxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Cbre Group, Inc.)

Opinion of Counsel for Company. At (i) On the Closing TimeDate, the Representatives shall have received the opinion opinions and negative assurance letter, dated as of the Closing TimeDate, of Dxxxx Xxxxxx Xxxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion and letter for each of the other Underwriters, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Takeda Pharmaceutical Co LTD)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and negative assurance letter, dated the Closing Time, of Dxxxx Xxxxxx LLP(i) Xxxxx Day, counsel for the Company, dated as of such Closing Time, and (ii) Xxxxxxxx X. Xxxxxx, Assistant Secretary of the Company, in each case in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters., to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request

Appears in 1 contract

Samples: Underwriting Agreement (Firstmerit Corp /Oh/)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received (i) the favorable opinion and (ii) a letter of negative assurance letterassurance, each dated the Closing Time, of Dxxxx Xxxxxx Xxxxxx LLP, counsel for the Company, Company in form and substance satisfactory to counsel for the UnderwritersRepresentative and substantially in the form of Exhibit A-1 and Exhibit A-2 hereto, respectively, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (First Mid Illinois Bancshares Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the as of Closing Time, of Dxxxx Xxxxxx LLPWillxxx Xxxx & Xallxxxxx, counsel xxunsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.Underwriters to the

Appears in 1 contract

Samples: Wam Net Inc

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received (i) the favorable opinion and (ii) a letter of negative assurance letterassurance, each dated the Closing Time, of Dxxxx Xxxxxx Xxxxx Lovells US LLP, counsel for the Company, Company in form and substance satisfactory to counsel for the UnderwritersRepresentative and substantially in the form of Exhibit A-1 and Exhibit A-2 hereto, respectively, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Sussex Bancorp)

Opinion of Counsel for Company. At the Closing TimeDate, the Representatives shall have received the opinion and negative assurance letterfavorable opinions, dated the as of Closing TimeDate, of Dxxxx Xxxxxx LLPDLA Piper LLP (US), counsel for the Company (“Company Counsel”), in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters, and of Xxxxxxx X Xxxxxxxxx, in-house intellectual property counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter opinion for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Immunomedics Inc)

Opinion of Counsel for Company. At the Closing Time, the The Representatives shall have received the opinion and negative assurance letteran opinion, dated the such Closing TimeDate, of Dxxxx Xxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel the Representatives (with appropriate modification to the date and number of Securities for the Underwritersany opinion or negative assurance letter delivered on any Optional Closing Date), together with signed or reproduced copies of such letter letters for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Adamas Pharmaceuticals Inc)

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Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated as of the Closing TimeTime and relating to the Initial Securities, of Dxxxx Gxxxxxxxx, Dxxxxxx Xxxxxx Vxxxxxxxxx Xxxxxxxx & Hxxxxxxxx, LLP, counsel for the Company, in the form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwritersset forth in Exhibit A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Synacor, Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, securities counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersInitial Purchasers substantially to the effect set forth in Exhibit A hereto.

Appears in 1 contract

Samples: Purchase Agreement (Blackhawk Network Holdings, Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letteran opinion, dated as of the Closing Time, of Dxxxx Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Theravance Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letteropinion, dated the Closing Time, of Dxxxx Xxxxxx LLP& Xxxxxx L.L.P., counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Quintana Energy Services Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letteropinion, dated the Closing Time, of Dxxxx Xxxxxx LLPMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Intercept Pharmaceuticals Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Trimble Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and the negative assurance letter, each dated the Closing Time, of Dxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, together with the opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, special counsel for the Company with respect to intellectual property matters, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Prometheus Biosciences, Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letteropinion, dated the Closing Time, of Dxxxx Xxxxxx Wxxxxxx Xxxx & Gxxxxxxxx LLP, counsel for the Company, in form and substance in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Victory Capital Holdings, Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx Xxxxx & Xxxxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Bloomin' Brands, Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and the negative assurance letter, each dated the Closing Time, of Dxxxx Xxxxxx Lxxxxxxxxx Xxxxxxx LLP, counsel for the Company, together with the opinions of Gxxxxxxxx Traurig, LLP and Bozicevic, Field & Fxxxxxx LLP, special counsel for the Company with respect to intellectual property matters, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of each such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Provention Bio, Inc.)

Opinion of Counsel for Company. At the Closing TimeDate, the Representatives shall have received the opinion and negative assurance letterfavorable opinions, dated the as of Closing TimeDate, of Dxxxx Xxxxxx Xxxxxxxx LLP, counsel for the CompanyCompany (“Company Counsel”), in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit C and Exhibit D hereto and to such further effect as the Representatives or counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (CubeSmart, L.P.)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx Xxxxx Lovells US LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentative and substantially in the forms of Exhibit A hereto, respectively, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (NBT Bancorp Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx LLPXxxxxxx Xxxxxxxx & Xxxxxx Professional Corporation, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersInitial Purchasers, together with signed or reproduced copies of such letter for each of the other UnderwritersInitial Purchasers to the effect set forth in Exhibit B hereto.

Appears in 1 contract

Samples: Purchase Agreement (Harmonic Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and negative assurance letteropinion, dated the Closing Time, of Dxxxx Xxxxxx Xxxxxxxxxx Xxxxxxx LLP, counsel for the Company, and the opinion of Xxxxx and Elbing LLP, special intellectual property counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially in the form heretofore agreed by the parties.

Appears in 1 contract

Samples: Underwriting Agreement (Roka BioScience, Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letteran opinion, dated the as of Closing Time, of Dxxxx Xxxxxx LLPWxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx P.C., counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A hereto.

Appears in 1 contract

Samples: Purchase Agreement (Concentric Medical Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx XxXxxxxXxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Teledyne Technologies Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx LLP, counsel for the Company, in the form and substance satisfactory to counsel for the UnderwritersUnderwriters previously agreed upon by the Representatives and such counsel, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Principia Biopharma Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and negative assurance letteropinion, dated as of the Closing Time, of Dxxxx Xxxx Xxxxxx LLPXxxxxxxx & Xxxxxx, P.C., counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentative, together with signed or reproduced copies of such letter for each of to the other Underwriterseffect set forth in Exhibit A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (First Niagara Financial Group Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives Representative shall have received the opinion and negative assurance letter, opinions dated the Closing Time, of Dxxxx Xxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter opinions for each of the other Underwriters., of each of the following counsel:

Appears in 1 contract

Samples: Underwriting Agreement (Sapiens International Corp N V)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion opinions and negative assurance letter, each dated the Closing Time, of Dxxxx Xxxxxx LLP, as corporate counsel for the Company, together with the opinion of Klarquist Xxxxxxxx, LLP, special counsel for the Company with respect to intellectual property, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter opinions and letters for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (HTG Molecular Diagnostics, Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the as of Closing Time, of Dxxxx Xxxxxx Bxxxxxxxx & Gxxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Purchase Agreement (Superior Offshore International Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx LLPLxxx Xxxxxx, PC, counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives and substantially in the form of Exhibit A hereto, respectively, together with signed or reproduced copies of such letter letters for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Berkshire Hills Bancorp Inc)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letterfavorable opinion, dated the Closing Time, of Dxxxx Xxxxxx Kxxxxxxx & Exxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Phibro Animal Health Corp)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letteran opinion, dated the Closing Time, of Dxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the UnderwritersRepresentatives, together with signed or reproduced copies of such letter for each of the other UnderwritersUnderwriters to the effect set forth in Exhibit A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Philadelphia Energy Solutions Inc.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the opinion and negative assurance letteropinion, dated the Closing Time, of Dxxxx Xxxxxx Gide Loyrette Nouel LLP, counsel for the CompanyCompany (“Gide”), in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Gensight Biologics S.A.)

Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion and negative assurance letter, dated the Closing Time, of Dxxxx Xxxxxx LLPXxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion and letter for each of the other UnderwritersUnderwriters and to such effect as counsel to the Underwriters may reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (QuantumScape Corp)

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