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

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 10 contracts

Samples: Underwriting Agreement (Glass Houses Acquisition Corp.), Underwriting Agreement (HealthCor Catalio Acquisition Corp.), Underwriting Agreement (Glass Houses Acquisition Corp.)

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Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx White & Xxxxx Case LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 9 contracts

Samples: Underwriting Agreement (FS Development Corp.), Underwriting Agreement (FS Development Corp. II), Underwriting Agreement (CM Life Sciences II Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Ellenoff Xxxxxxxx & Xxxxx Schole LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 9 contracts

Samples: Underwriting Agreement (Mudrick Capital Acquisition Corp. II), Underwriting Agreement (Z-Work Acquisition Corp.), Underwriting Agreement (Z-Work Acquisition Corp.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in the form and substance satisfactory to the Representative.attached hereto as Exhibit C.

Appears in 8 contracts

Samples: Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx White & Xxxxx Case LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 7 contracts

Samples: Underwriting Agreement (VPC Impact Acquisition Holdings), Underwriting Agreement (AMCI Acquisition Corp. II), Underwriting Agreement (AMCI Acquisition Corp. II)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Chance US LLP, U.S. counsel for the Company, dated as of such date, in the form attached hereto as Exhibit A and substance satisfactory to such further effect as the RepresentativeRepresentatives shall reasonably request.

Appears in 6 contracts

Samples: Underwriting Agreement (National Storage Affiliates Trust), Underwriting Agreement (National Storage Affiliates Trust), Underwriting Agreement (National Storage Affiliates Trust)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 5 contracts

Samples: Underwriting Agreement (ARYA Sciences Acquisition Corp III), Underwriting Agreement (ARYA Sciences Acquisition Corp III), Underwriting Agreement (ARYA Sciences Acquisition Corp V)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx White & Xxxxx Case LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the Representative.

Appears in 5 contracts

Samples: Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings IV, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLPXxxxxx, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 5 contracts

Samples: Underwriting Agreement (LGL Systems Acquisition Corp.), Underwriting Agreement (EdtechX Holdings Acquisition Corp. II), Underwriting Agreement (LGL Systems Acquisition Corp.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 4 contracts

Samples: Underwriting Agreement (Tekkorp Digital Acquisition Corp.), Underwriting Agreement (Tekkorp Digital Acquisition Corp.), Underwriting Agreement (Tekkorp Digital Acquisition Corp. II)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 4 contracts

Samples: Underwriting Agreement (Authentic Equity Acquisition Corp.), Underwriting Agreement (ARYA Sciences Acquisition Corp II), Underwriting Agreement (Authentic Equity Acquisition Corp.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx Xxxxxx & Xxxxx LLPXxxxxx L.L.P., U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 4 contracts

Samples: Underwriting Agreement (Live Oak Crestview Climate Acquisition Corp.), Underwriting Agreement (Live Oak Mobility Acquisition Corp.), Underwriting Agreement (Live Oak Mobility Acquisition Corp.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 4 contracts

Samples: Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Aclaris Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxxxxx Xxxxxxx, LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 3 contracts

Samples: Underwriting Agreement (Home Plate Acquisition Corp), Underwriting Agreement (Home Plate Acquisition Corp), Underwriting Agreement (Home Plate Acquisition Corp)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx Xxxxxxx Xxxx & Xxxxx Xxxxxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 3 contracts

Samples: Underwriting Agreement (Genesis Park Acquisition Corp.), Underwriting Agreement (Genesis Park Acquisition Corp.), Underwriting Agreement (Genesis Park Acquisition Corp.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeUnderwriters, dated as of such date.

Appears in 3 contracts

Samples: Underwriting Agreement (Rigel Pharmaceuticals Inc), Underwriting Agreement (Rigel Pharmaceuticals Inc), Underwriting Agreement (Rigel Pharmaceuticals Inc)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Husch Xxxxxxxxx LLP, U.S. counsel for the Company, dated as of such date, in the form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 3 contracts

Samples: Underwriting Agreement (Green Plains Inc.), Underwriting Agreement (Green Plains Inc.), Underwriting Agreement (Green Plains Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxx Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 3 contracts

Samples: Underwriting Agreement (Collegium Pharmaceutical, Inc), Underwriting Agreement (Collegium Pharmaceutical, Inc), Underwriting Agreement (Collegium Pharmaceutical, Inc)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx & Xxxxx Gxxxxxx Procter LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 3 contracts

Samples: Underwriting Agreement (Therapeutics Acquisition Corp.), Underwriting Agreement (Research Alliance Corp. II), Underwriting Agreement (Research Alliance Corp. II)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxx Gxxxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 3 contracts

Samples: Underwriting Agreement (Hunt Companies Acquisition Corp. I), Underwriting Agreement (Hunt Companies Acquisition Corp. I), Underwriting Agreement (Hunt Companies Acquisition Corp. I)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Lovells US LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 3 contracts

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

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in the form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 3 contracts

Samples: Underwriting Agreement (Aclaris Therapeutics, Inc.), Underwriting Agreement (Aclaris Therapeutics, Inc.), Underwriting Agreement (Aclaris Therapeutics, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxx, Xxxx & Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in a form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 3 contracts

Samples: Underwriting Agreement (Heron Therapeutics, Inc. /De/), Underwriting Agreement (Heron Therapeutics, Inc. /De/), Underwriting Agreement (Heron Therapeutics, Inc. /De/)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 3 contracts

Samples: Underwriting Agreement (Arteris, Inc.), Underwriting Agreement (SQZ Biotechnologies Co), Underwriting Agreement (SQZ Biotechnologies Co)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeRepresentatives and previously agreed upon with counsel to the Representatives.

Appears in 3 contracts

Samples: Underwriting Agreement (El Pollo Loco Holdings, Inc.), Underwriting Agreement (El Pollo Loco Holdings, Inc.), Underwriting Agreement (El Pollo Loco Holdings, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxxx Procter LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory previously agreed to with the RepresentativeRepresentatives and counsel for the Underwriters.

Appears in 3 contracts

Samples: Underwriting Agreement (Scholar Rock Holding Corp), Underwriting Agreement (Scholar Rock Holding Corp), Underwriting Agreement (Concert Pharmaceuticals, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxxxxxx Xxxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative’s counsel.

Appears in 3 contracts

Samples: Underwriting Agreement (Presbia PLC), Underwriting Agreement (Presbia PLC), Underwriting Agreement (Presbia PLC)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 3 contracts

Samples: Underwriting Agreement (Cidara Therapeutics, Inc.), Underwriting Agreement (Cidara Therapeutics, Inc.), Underwriting Agreement (Cidara Therapeutics, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx & Xxxxx Dechert LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeUnderwriters.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (Arya Sciences Acquisition Corp.), Underwriting Agreement (Arya Sciences Acquisition Corp.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx Mxxxxx, Xxxxx & Xxxxx Bxxxxxx LLP, U.S. counsel for the Company, dated as of such date, in the form and substance satisfactory to the RepresentativeUnderwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (Abeona Therapeutics Inc.), Underwriting Agreement (Abeona Therapeutics Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxx LLPXxxxxx, U.S. Professional Corporation, counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Pacific Biosciences of California, Inc.), Pacific Biosciences of California, Inc.

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Ellenoff Xxxxxxxx & Xxxxx Schole LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Live Oak Acquisition Corp II), Underwriting Agreement (Live Oak Acquisition Corp II)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in the form and substance satisfactory to the Representative.attached hereto as Exhibit C.

Appears in 2 contracts

Samples: Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Ellenoff, Xxxxxxxx & Xxxxx Schole LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (Clarim Acquisition Corp.), Underwriting Agreement (Clarim Acquisition Corp.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Hxxxxx and Bxxxx, LLP, U.S. counsel for the Company, dated as of such date, date in form and substance satisfactory to the RepresentativeUnderwriters, dated as of such date.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxx LLPXxxxxx, U.S. Professional Corporation, counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (Pacific Biosciences of California, Inc.), Underwriting Agreement (Pacific Biosciences of California, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx Winston & Xxxxx Sxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (Landcadia Holdings II, Inc.), Underwriting Agreement (Landcadia Holdings II, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option any Second Closing Date, the Representative shall have received the an opinion of Xxxxxxxx & (i) Xxxxx Lovells US LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory addressed to the Representative.Representative and dated such Closing Date stating the opinions set forth in Exhibits A, B and C, and (ii) Xxxx X. Xxxxxx, General Counsel of the Company, addressed to the Representative and dated such Closing Date stating the opinions set forth in Exhibit D.

Appears in 2 contracts

Samples: Underwriting Agreement (First Potomac Realty Trust), Note Purchase Agreement (First Potomac Realty Trust)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion and negative assurance letter of Xxxx Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, in form and substance reasonably satisfactory to the Underwriters, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxxxx Lxxxxx & Xxxxx Wxxxxxx LLP, U.S. counsel for the Company, dated as of such date, in the form and substance satisfactory to as the RepresentativeRepresentatives shall reasonably request.

Appears in 2 contracts

Samples: Underwriting Agreement (Praxis Precision Medicines, Inc.), Underwriting Agreement (Praxis Precision Medicines, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxx, Xxxx & Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in a form and substance reasonably satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (Heron Therapeutics, Inc. /De/), Underwriting Agreement (Heron Therapeutics, Inc. /De/)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (HealthCor Catalio Acquisition Corp.), Underwriting Agreement (HealthCor Catalio Acquisition Corp.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, U.S. counsel for the Company, dated as of such date, in the form and substance reasonably satisfactory to the RepresentativeRepresentatives and to such further effect as the Representatives shall reasonably request.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxx, Xxxx & Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, date in form and substance satisfactory to the RepresentativeUnderwriters, dated as of such date.

Appears in 2 contracts

Samples: Underwriting Agreement (Phio Pharmaceuticals Corp.), Underwriting Agreement (Phio Pharmaceuticals Corp.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Lxxxxxxxxx Xxxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Corbus Pharmaceuticals Holdings, Inc.), Underwriting Agreement (Corbus Pharmaceuticals Holdings, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Cxxxxx LLP, U.S. counsel for the Company, dated as of such date, date in form and substance satisfactory to the RepresentativeUnderwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (Outlook Therapeutics, Inc.), Underwriting Agreement (Outlook Therapeutics, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Hxxxxx and Bxxxx, LLP, U.S. counsel for the Company, dated as of such date, date in form and substance satisfactory to the RepresentativeUnderwriters, dated as of such date.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx & Xxxxx Cxxxxx LLP, U.S. counsel for the Company, dated as of such date, in the form and substance satisfactory to the Representative.attached hereto as Exhibit C.

Appears in 2 contracts

Samples: Underwriting Agreement (Vical Inc), Underwriting Agreement (Vical Inc)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (Perception Capital Corp. II), Underwriting Agreement (Perception Capital Corp. II)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, U.S. counsel for the Company, dated as of such date, in substantially the form attached hereto as Exhibit A and substance satisfactory to such further effect as the RepresentativeRepresentative shall reasonably request.

Appears in 2 contracts

Samples: Underwriting Agreement (TCV v Lp), Underwriting Agreement (TechTarget Inc)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in the form and substance satisfactory reasonably agreed to by the Representativeparties.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx Dechert LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (LF Capital Acquisition Corp. II), Underwriting Agreement (LF Capital Acquisition Corp. II)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative Representatives shall have received the opinion of Xxxxxx, Xxxx & Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in a form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 2 contracts

Samples: Underwriting Agreement (La Jolla Pharmaceutical Co), Underwriting Agreement (La Jolla Pharmaceutical Co)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxx Xxxxxxxxx, LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (Athlon Acquisition Corp.), Underwriting Agreement (Athlon Acquisition Corp.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives, dated as of such date.

Appears in 2 contracts

Samples: Underwriting Agreement (Gemphire Therapeutics Inc.), Underwriting Agreement (Gemphire Therapeutics Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx LLPXxxxxxx Van Deuren s.c., U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On each of the First Closing Date and each the Option Closing Date, Date the Representative shall have received the an opinion of Xxxxxxxx O’Melveny & Xxxxx Mxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (Vector Group LTD), Underwriting Agreement (Vector Group LTD)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLPXxxxx, U.S. P.C., counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (Volitionrx LTD), Underwriting Agreement (Volitionrx LTD)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (Marinus Pharmaceuticals Inc), Underwriting Agreement (Marinus Pharmaceuticals Inc)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Xxxxx Gxxxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (Osiris Acquisition Corp.), Underwriting Agreement (Osiris Acquisition Corp.)

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Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxx LLPXxxxxx, U.S. P.C., counsel for the Company, dated as of such date, in the form attached hereto as Exhibit A and substance satisfactory to such further effect as the RepresentativeRepresentative shall reasonably request.

Appears in 2 contracts

Samples: Underwriting Agreement (Savara Inc), Savara Inc

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx, LLP, U.S. counsel for the Company, dated as of such date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Kezar Life Sciences, Inc.), Underwriting Agreement (Kezar Life Sciences, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Hxxxxx and Bxxxx, LLP, U.S. counsel for the Company, dated as of such date, date in form and substance satisfactory to the RepresentativeUnderwriters, dated as of such date.

Appears in 2 contracts

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

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Lxxxxxxxxx Xxxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 2 contracts

Samples: Underwriting Agreement (Celldex Therapeutics, Inc.), Underwriting Agreement (Celldex Therapeutics, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxx, Xxxx & Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (FAST Acquisition Corp. II), Underwriting Agreement (FAST Acquisition Corp. II)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the Representative.

Appears in 2 contracts

Samples: Underwriting Agreement (Zosano Pharma Corp), Underwriting Agreement (Calix, Inc)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Curis Inc)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Xxxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Soliton, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx Ellenoff Gxxxxxxx & Xxxxx Schole LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Mudrick Capital Acquisition Corp. II)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Xxxxxxxxxx Xxxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Celldex Therapeutics, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion and disclosure statement of Xxxxxxxx O’Melveny & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in the form attached hereto as Exhibit A and substance satisfactory to such further effect as the RepresentativeRepresentative shall reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Progenics Pharmaceuticals Inc)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxx Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, substantially in the form and substance satisfactory previously agreed to with the RepresentativeRepresentative and counsel for the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Spectrum Pharmaceuticals Inc)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx LLP, U.S. counsel for to the Company, dated as of such date, in form the Closing Date and substance satisfactory addressed to the Representative, substantially in the form of Exhibit D attached hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Acadia Healthcare Company, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Cidara Therapeutics, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in the form and substance satisfactory agreed to amongst the Representativeparties.

Appears in 1 contract

Samples: Underwriting Agreement (Dermavant Sciences LTD)

Opinion of Counsel for the Company. On The Representative shall have received on each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the CompanyDate an opinion, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeRepresentative and Lxxxxx & Wxxxxxx LLP, counsel for the Underwriters, of Proskauer Rose LLP, counsel for the Company, to the effect set forth in Exhibit A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Icahn Enterprises L.P.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx LLPGxxxxxxx Mxxxxx, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Lucid Diagnostics Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, U.S. counsel for the Company, dated as of such date, in such form and substance satisfactory as previously agreed to with the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Medpace Holdings, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion and negative assurance letter of Xxxx Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the Representative.Representative.2

Appears in 1 contract

Samples: Scilex Holding Co

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Hxxxx Lovells US LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Marinus Pharmaceuticals Inc)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative Representatives shall have received the opinion of Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (ARYA Sciences Acquisition Corp V)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Lxxxxxxxxx Xxxxxxx LLP, U.S. counsel for the Company, dated as of such date, date in form and substance satisfactory to the RepresentativeUnderwriters, dated as of such date.

Appears in 1 contract

Samples: Underwriting Agreement (AzurRx BioPharma, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxx Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in the form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Zynerba Pharmaceuticals, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in the form and substance satisfactory agreed to amongst the Representativeparties.

Appears in 1 contract

Samples: Underwriting Agreement (Axovant Sciences Ltd.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx Xxxxxx Rosenman LLP, U.S. counsel for the Company, dated as of such date, in the form attached hereto as Exhibit A and substance satisfactory to such further effect as the RepresentativeRepresentative shall reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Retrophin, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Pxxx Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (USA Acquisition Corp.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, each dated as of such date, each in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Minerva Neurosciences, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Aclaris Therapeutics, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, U.S. counsel for the Company, dated as of such date, dated as of such date, in the form previously agreed to by, and substance satisfactory to to, the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Stealth BioTherapeutics Corp)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Pxxx Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Sorrento Therapeutics, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Metacrine, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxxxxx Traurig, LLP, U.S. counsel for the Company, dated as of such date, in the form attached hereto as Exhibit A and substance satisfactory to such further effect as the RepresentativeRepresentative shall reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (TherapeuticsMD, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx & Xxxxx Xxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeRepresentatives and to such further effect as the Representatives shall reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Glycomimetics Inc)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx Lxxxxxxxxx Xxxxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Celldex Therapeutics, Inc.)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion opinions of Xxxxxxxx & Xxxxx Xxxx LLP, U.S. counsel for the Company, dated as of such date, in substantially the form and substance satisfactory provided to the RepresentativeRepresentative concurrently with the execution of this Agreement and to such further effect as the Representative shall reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Omega Healthcare Investors Inc)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative shall have received the opinion and disclosure statement of Xxxxxxxx O’Melveny & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in the form attached hereto as Exhibit A and substance satisfactory to such further effect as the RepresentativeRepresentative shall reasonably request.

Appears in 1 contract

Samples: Underwriting Agreement (Progenics Pharmaceuticals Inc)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion of Xxxxxxxx & Squire Xxxxxx Xxxxx (US) LLP, U.S. counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the RepresentativeUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Sterling Bancorp)

Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, Date the Representative Representatives shall have received the opinion and negative assurance letter of Xxxxxxxx & Xxxxx LLPXxxxxxx Xxx Xxxxxx s.c., U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the RepresentativeRepresentatives.

Appears in 1 contract

Samples: Underwriting Agreement (Veru Inc.)

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