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

Opinion of Counsel for Selling Stockholders. The Representative shall have received the opinion or opinions, dated such Closing Date, of Gxxxxx, Dxxx & Cxxxxxxx LLP, counsel for the Selling Stockholders, in substantially the form attached hereto as Exhibit B.

Appears in 3 contracts

Samples: Underwriting Agreement (Magnolia Oil & Gas Corp), Underwriting Agreement (Magnolia Oil & Gas Corp), Underwriting Agreement (Magnolia Oil & Gas Corp)

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Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx, Dxxx & Cxxxxxxx LLP, from counsel for each Selling Stockholder in form and substance reasonably satisfactory to the Selling Stockholders, in substantially the form attached hereto as Exhibit B.Representatives.

Appears in 3 contracts

Samples: Underwriting Agreement (First Bancorp /Pr/), Underwriting Agreement (First Bancorp /Pr/), Underwriting Agreement (First Bancorp /Pr/)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx, Dxxx Fulbright & Cxxxxxxx LLPXxxxxxxx L.L.P., counsel for the Selling Stockholders, in substantially form and substance reasonably satisfactory to the form attached hereto as Exhibit B.Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Mistras Group, Inc.), Underwriting Agreement (Mistras Group, Inc.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx, Dxxx (i) Xxxxxxxx & Cxxxxxxx Knight LLP, counsel for certain of the Selling Stockholders, in substantially the form attached hereto as Exhibit B.C and (ii) Xxxxxx & Xxxxxxx LLP, counsel for certain of the Selling Stockholders, in the form attached hereto as Exhibit C.

Appears in 2 contracts

Samples: Underwriting Agreement (Ramaco Resources, Inc.), Underwriting Agreement (Ramaco Resources, Inc.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx, Dxxx O’Melveny & Cxxxxxxx Xxxxx LLP, counsel for the Selling Stockholders, in substantially form and substance previously agreed to by, and reasonably satisfactory to, the form attached hereto as Exhibit B.Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Sportsman's Warehouse Holdings, Inc.), Underwriting Agreement (Sportsman's Warehouse Holdings, Inc.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of GxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Dxxx & Cxxxxxxx LLPProfessional Corporation, special counsel for the Selling StockholdersStockholders the purpose of delivering the opinion required by this Section 7(e), in substantially the form attached hereto as Exhibit B.set forth on Annex II.

Appears in 2 contracts

Samples: Underwriting Agreement (Rocket Fuel Inc.), Underwriting Agreement (Rocket Fuel Inc.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxxthe counsel for each of the Selling Stockholders with respect to such matters as the Representatives may require, Dxxx including the opinion of Xxxxxxxx & Cxxxxxxx Xxxxx LLP, counsel for the Selling Stockholders, in substantially the form attached hereto as Exhibit B.Schedule G.

Appears in 2 contracts

Samples: Underwriting Agreement (Brigham Minerals, Inc.), Underwriting Agreement (Brigham Minerals, Inc.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx, Dxxx & Cxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, in substantially form and substance reasonably satisfactory to the form attached hereto as Exhibit B.Representatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Everbridge, Inc.), Underwriting Agreement (Everbridge, Inc.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of GxxxxxXxxxxx, Dxxx Xxxx & Cxxxxxxx Xxxxxxxx LLP, counsel for the Selling Stockholders, as to the matters and in substantially the form attached hereto as set forth in Exhibit B.

Appears in 1 contract

Samples: Underwriting Agreement (William Lyon Homes)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of GxxxxxXxxxxx, Dxxx Xxxx & Cxxxxxxx Xxxxxxxx LLP, counsel for the Selling Stockholders, as to the matters and in substantially the form attached hereto as set forth in Exhibit B.C.

Appears in 1 contract

Samples: Underwriting Agreement (William Lyon Homes)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the an opinion or opinionsletter, dated such Closing Date, of Gxxxxx, Dxxx & Cxxxxxxx LLP, counsel for the Selling Stockholders, including Xxxxxx Xxxxxx LLP, in substantially the form attached hereto as Exhibit B.D.

Appears in 1 contract

Samples: Underwriting Agreement (Capital Bank Financial Corp.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of GxxxxxFried, Dxxx Frank, Harris, Xxxxxxx & Cxxxxxxx Xxxxxxxx LLP, counsel for the Selling Stockholders, in substantially a form acceptable to the form attached hereto as Exhibit B.Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (GMS Inc.)

Opinion of Counsel for Selling Stockholders. The Representative shall have received the opinion or opinionsan opinion, dated such Closing Date, of GxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Dxxx & Cxxxxxxx LLPProfessional Corporation, special counsel for the Selling Stockholders, solely for purposes of delivering the opinion required by this Section 7(e), in substantially the form attached hereto as Exhibit B.C.

Appears in 1 contract

Samples: Underwriting Agreement (Realpage Inc)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx, Dxxx Fulbright & Cxxxxxxx LLPXxxxxxxx L.L.P., counsel for the certain Selling Stockholders, and from counsel for each other Selling Stockholder, as to the matters set forth in substantially the form attached hereto as Exhibit B.Schedule E-3.

Appears in 1 contract

Samples: Underwriting Agreement (Fairway Group Holdings Corp)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx, Dxxx & Cxxxxxxx Kxxx Xxxxxxx LLP, counsel for the Selling Stockholders, in substantially the form attached hereto as set forth on Exhibit B.C hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Skilled Healthcare Group, Inc.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx, Dxxx & Cxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, counsel for the Selling Stockholders, in substantially the form attached hereto as Exhibit B.previously agreed among the Representatives and Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP and satisfactory to the Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Diplomat Pharmacy, Inc.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx, Dxxx & Cxxxxxxx LLP, counsel for the Selling Stockholders, in substantially a form reasonably satisfactory to the form attached hereto as Exhibit B.Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (STR Holdings (New) LLC)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of GxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Dxxx & Cxxxxxxx LLPProfessional Corporation, special counsel for the Selling StockholdersStockholders the purpose of delivering the opinion required by this Section 7(e), in substantially form and substance satisfactory to the form attached hereto as Exhibit B.Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Rocket Fuel Inc.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, (i) of GxxxxxXxxxxxx Xxxx & Xxxxxxxxx LLP, Dxxx & Cxxxxxxx counsel for WP, in form and substance substantially similar to Exhibit III hereto, (ii) of Xxxxxx LLP, counsel for the Selling StockholdersStockholders (other than WP), in form and substance substantially similar to Exhibit IV hereto and (iii) reasonably satisfactory to the form attached hereto as Exhibit B.Representatives with respect to NCCF Support, Inc.

Appears in 1 contract

Samples: Underwriting Agreement (Bridgepoint Education Inc)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of GxxxxxWeil, Dxxx Gotshal & Cxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, in substantially the form attached hereto herein as Exhibit B.A-2.

Appears in 1 contract

Samples: Underwriting Agreement (Mirion Technologies, Inc.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinions, dated such Closing Date, of GxxxxxXxxxxx, Dxxx Xxxx & Cxxxxxxx Xxxxxxxx LLP, counsel for the Selling Stockholders, in substantially the form attached hereto as Exhibit B.

Appears in 1 contract

Samples: Underwriting Agreement (Magnolia Oil & Gas Corp)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of GxxxxxXxxxxx & Xxxxxx, Dxxx & Cxxxxxxx LLPL.L.P., counsel for the Selling Stockholders, substantially in substantially the form attached hereto as Exhibit B.

Appears in 1 contract

Samples: Underwriting Agreement (Select Energy Services, Inc.)

Opinion of Counsel for Selling Stockholders. The At the Closing Date, the Representative shall have received the opinion or opinionsopinion, dated such the Closing DateDate of Xxxxxxx X. Xxxxxx, of GxxxxxAttorney at Law, Dxxx & Cxxxxxxx LLPP.C., special counsel for the Selling Stockholders, in substantially form and substance reasonably satisfactory to counsel for the form attached hereto as Exhibit B.Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Intrusion Inc)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of GxxxxxXxxxxx and Xxxxx, Dxxx & Cxxxxxxx LLP, counsel for the all other Selling Stockholders, in substantially to the form attached hereto as effect set forth on Exhibit B.F.

Appears in 1 contract

Samples: Underwriting Agreement (Global Geophysical Services Inc)

Opinion of Counsel for Selling Stockholders. The Representative shall have received the opinion or opinions, dated such Closing Date, of Gxxxxx, Dxxx & Cxxxxxxx LLP, counsel for each of the Selling Stockholders, in substantially the form attached hereto as Exhibit B.of Schedule H.

Appears in 1 contract

Samples: Hireright Inc

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received (i) on or prior to the date hereof, the opinion or opinionscontemplated in the Power of Attorney executed and delivered by each Selling Stockholder and (ii) an opinion, dated such Closing Date, of Gxxxxx, Dxxx & Cxxxxxxx LLP, counsel for each Selling Stockholder, substantially to the Selling Stockholders, in substantially the form attached hereto as Exhibit B.effect that:

Appears in 1 contract

Samples: Underwriting Agreement (K12 Inc)

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Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of GxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Dxxx & Cxxxxxxx LLPProfessional Corporation, special counsel for the Selling StockholdersStockholders solely for purposes of delivering the opinion required by this Section 7(e), in substantially the form attached hereto as Exhibit B.C.

Appears in 1 contract

Samples: Underwriting Agreement (Realpage Inc)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx(i) Xxxxxxx Xxxx & Xxxxxxxxx LLP, Dxxx & Cxxxxxxx counsel for WP, in form and substance substantially similar to Exhibit IV hereto and (ii) Xxxxxx LLP, counsel for the Other Selling Stockholders, in form and substance substantially the form attached hereto as similar to Exhibit B.V hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Bridgepoint Education Inc)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received (i) on or prior to the date hereof, the opinion or opinionscontemplated in the Power of Attorney executed and delivered by each Selling Stockholder and (ii) an opinion, dated such Closing Date, of Gxxxxx, Dxxx & Cxxxxxxx LLP, counsel for the Selling Stockholders, in substantially the form attached hereto as Exhibit B.and substance set forth in Schedule G hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Entropic Communications Inc)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received (i) on or prior to the date hereof, the opinion or opinionscontemplated in the Power of Attorney executed and delivered by each Selling Stockholder and (ii) an opinion, dated such Closing Date, of Gxxxxx, Dxxx & Cxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, counsel for the Selling Stockholders, in substantially the form attached hereto as Exhibit B.previously agreed among the Representatives and Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP and satisfactory to the Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Diplomat Pharmacy, Inc.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received (i) on or prior to the date hereof, the opinion or opinionscontemplated in the Power of Attorney executed and delivered by each Selling Stockholder and (ii) an opinion, dated such Closing Date, of GxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Dxxx & Cxxxxxxx LLPProfessional Corporation, counsel for the Selling Stockholders, in substantially the form attached hereto as Exhibit B.and substance substantially set forth in Attachment 2 hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Netsuite Inc)

Opinion of Counsel for Selling Stockholders. The Representative At Closing Time, the Representatives shall have received the opinion or opinionsopinion, dated such as of Closing DateTime (a) of Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for WP, in substantially the form set forth in Exhibit C-1 hereto and (b) of GxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Dxxx & Cxxxxxxx LLPP.C., counsel for the Selling StockholdersStockholders (other than WP), in substantially the form attached hereto as set forth in Exhibit B.C-2 hereto.

Appears in 1 contract

Samples: Purchase Agreement (Bridgepoint Education Inc)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx, Dxxx & Cxxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, in substantially the form attached hereto as Exhibit B.

Appears in 1 contract

Samples: Underwriting Agreement (Boingo Wireless Inc)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx, Dxxx & Cxxxxxxx Xxxxxx Godward Kronish LLP, counsel for the Selling Stockholders, in substantially the form attached hereto as Exhibit B.B-2 (for non-natural persons) or Exhibit B-3 (for natural persons) and an opinion, dated such Closing Date, of Faegre & Xxxxxx LLP, counsel for certain of the other Selling Stockholders, in the form attached hereto as Exhibit B-4.1

Appears in 1 contract

Samples: Underwriting Agreement (IPC the Hospitalist Company, Inc.)

Opinion of Counsel for Selling Stockholders. The With respect to the First Closing Date, the Representative shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx, Dxxx Xxxxxxxx & Cxxxxxxx Xxxxx LLP, counsel for the Selling Stockholders, in substantially the form attached hereto as Exhibit B.of Schedule F hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ignite Restaurant Group, Inc.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx, Dxxx & Cxxxxxxx LLP[•], counsel for the Selling Stockholders, in substantially the form attached hereto as Exhibit B.of Schedule J and otherwise in form and substance acceptable to the Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Ute Energy Upstream Holdings LLC)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxxthe respective counsel, Dxxx & Cxxxxxxx LLPeach such counsel satisfactory to the Representatives, counsel for each of the Selling StockholdersStockholders with respect to each of the Selling Stockholders for whom they are acting as counsel, in substantially the form attached hereto as Exhibit B.previously agreed among the parties hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Roundy's Parent Company, Inc.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx, Dxxx & Cxxxxxxx Xxxxxx Godward Kronish LLP, counsel for certain of the Selling Stockholders, in substantially the form attached hereto as Exhibit B.B-3 (for non-natural persons) or Exhibit B-4 (for natural persons) and an opinion, dated such Closing Date, of Faegre & Xxxxxx LLP, counsel for Xxxxx Xxxxxxx & Co., in the form attached hereto as Exhibit B-5.

Appears in 1 contract

Samples: Underwriting Agreement (IPC the Hospitalist Company, Inc.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of GxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Dxxx & Cxxxxxxx LLPProfessional Corporation, counsel for the Selling Stockholders, in substantially the form attached hereto as Exhibit B.C.

Appears in 1 contract

Samples: Underwriting Agreement (Realpage Inc)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received the opinion or opinionsan opinion, dated such Closing Date, of Gxxxxx, Dxxx Xxxxxxxx & Cxxxxxxx Xxxxx LLP, counsel for the Selling Stockholders, Stockholders in substantially the form attached hereto as Exhibit B.previously agreed among the parties hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Roundy's Parent Company, Inc.)

Opinion of Counsel for Selling Stockholders. The Representative Representatives shall have received (i) on or prior to the date hereof, the opinion or opinionscontemplated in the Power of Attorney executed and delivered by each Selling Stockholder and (ii) an opinion, dated such Closing Date, of Gxxxxx, Dxxx Xxxxxxxx & Cxxxxxxx Knight LLP, counsel for the Selling Stockholders, to the effect set forth in substantially the form attached hereto as Exhibit B.C hereto:

Appears in 1 contract

Samples: Underwriting Agreement (Dynamic Offshore Resources, Inc.)

Opinion of Counsel for Selling Stockholders. The Representative shall have received the opinion or opinions, dated such Closing Date, of GxxxxxXxxxxx, Dxxx Xxxx & Cxxxxxxx Xxxxxxxx LLP, counsel for the Selling Stockholders, in substantially the form attached hereto as Exhibit B.B. ​

Appears in 1 contract

Samples: Underwriting Agreement (Magnolia Oil & Gas Corp)

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