Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 5 contracts
Samples: Letter Agreement (Expensify, Inc.), Underwriting Agreement (Progyny, Inc.), Cardlytics, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 5 contracts
Samples: Underwriting Agreement (Silk Road Medical Inc), Underwriting Agreement (Silk Road Medical Inc), La Quinta Holdings Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel Counsel for each of the Selling Stockholders, Stockholders shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto or as otherwise individually negotiated.
Appears in 3 contracts
Samples: SolarWinds, Inc., SolarWinds, Inc., SolarWinds, Inc.
Opinion of Counsel for the Selling Stockholders. Ice Xxxxxx LLP, or other counsel acceptable to the Representative, as counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex C hereto.
Appears in 3 contracts
Samples: Haynes International Inc, Haynes International Inc, Haynes International Inc
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 3 contracts
Samples: Letter Agreement (Q2 Holdings, Inc.), Letter Agreement (Q2 Holdings, Inc.), Underwriting Agreement (Q2 Holdings, Inc.)
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto.
Appears in 3 contracts
Samples: Underwriting Agreement (Guidewire Software, Inc.), Trulia, Inc., Trulia, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, The respective counsel for the Selling Stockholders, Stockholders shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.
Appears in 3 contracts
Samples: Underwriting Agreement (RealD Inc.), Underwriting Agreement (RealD Inc.), Underwriting Agreement (RealD Inc.)
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 2 contracts
Samples: Underwriting Agreement (Trinet Group Inc), Underwriting Agreement (Trinet Group Inc)
Opinion of Counsel for the Selling Stockholders. Xxxxxxx Xxxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Daterelevant Date of Delivery, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 2 contracts
Samples: Spark Networks Inc, Spark Networks Inc
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLPAt the Closing Time, the Representatives shall have received the opinion, dated as of the Closing Time, of Xxxxx Day, counsel for the Selling Stockholders, shall have furnished to the Representativesand Xxxxxxx X. Xxx, at the request General Counsel of the Selling StockholdersXxxxxxxxx Real Estate Partners, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersL.L.C., in the form and substance reasonably satisfactory to the Representatives.attached hereto as Exhibit B.
Appears in 2 contracts
Samples: Purchase Agreement (Sunstone Hotel Investors, Inc.), Purchase Agreement (Sunstone Hotel Investors, L.L.C.)
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel Counsel for each of the Selling Stockholders, Stockholders shall have furnished to the Representatives, at the request of the such Selling StockholdersStockholder, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, substantially in the form and substance reasonably satisfactory to the Representativesset forth in Annex F hereto.
Appears in 2 contracts
Samples: Underwriting Agreement (Burger King Holdings Inc), Underwriting Agreement (Burger King Holdings Inc)
Opinion of Counsel for the Selling Stockholders. At the Closing Time and at each Date of Delivery, the Representatives shall have received the favorable opinion, dated as of the Closing Time and as of each Date of Delivery, as applicable, of Gardere Wxxxx Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit B hereto.
Appears in 2 contracts
Samples: Underwriting Agreement (GNC Corp), Underwriting Agreement (GNC Corp)
Opinion of Counsel for the Selling Stockholders. At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, to the effect set forth in Exhibit E hereto and to such further effect as the Representative may reasonably request.
Appears in 2 contracts
Samples: Underwriting Agreement (Colfax CORP), Underwriting Agreement (BDT Capital Partners, LLC)
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLPXxxxxxx Xxxxxxxx & Xxxxxx, a Professional Corporation, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Omnivision Technologies Inc)
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, The respective counsel for each of the Selling Stockholders, shall have furnished to the Representatives, at the request of the applicable Selling Stockholders, their written opinion, opinion dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated At the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersRepresentatives shall have received the opinion, each dated as of Closing Date or the Additional Closing Date, as the case may be, of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for KKR REFT Holdings L.P., in form and substance reasonably satisfactory to the Representatives., together with signed or reproduced copies of such opinion and letter for each of the other Underwriters, to the effect set forth in Exhibit H.
Appears in 1 contract
Samples: Underwriting Agreement (KKR Real Estate Finance Trust Inc.)
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-11 hereto.
Appears in 1 contract
Samples: Polypore International, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx Gxxxxxxxx Traurig, LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex D hereto.
Appears in 1 contract
Samples: Fuelcell Energy Inc
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex D-2 hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx At the Closing Time, the Representatives shall have received the opinions, dated the Closing Time, of each of Ropes & Gxxx LLP and Torys LLP, counsel counsels for the Selling Stockholders, shall have furnished to the Representatives, at the request together with signed or reproduced copies of such letter for each of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the other Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.
Appears in 1 contract
Samples: Berkeley Lights, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP[Counsel], counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex D hereto.
Appears in 1 contract
Samples: Masisa S.A.
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP[ l ], counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex D hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx [Fenwick & West] LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex B hereto.
Appears in 1 contract
Samples: Omneon Video Networks, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxx & Lardner LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their its written opinion, opinion dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersRepresentatives, in form and substance reasonably satisfactory to the RepresentativesRepresentatives and to counsel to the Underwriters.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx Each of Xxxxxxx Procter LLP and DLA Piper US LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B hereto.
Appears in 1 contract
Samples: PROS Holdings, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-2 hereto.
Appears in 1 contract
Samples: Chewy, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx & Xxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C-2 hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Each of Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP and Xxxxx Xxxxxxxx & Xxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxx Procter LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in the form and substance reasonably satisfactory to the Representativesset forth in Annex B hereto.
Appears in 1 contract
Samples: Unifirst Corp
Opinion of Counsel for the Selling Stockholders. At the Closing Date, the Representatives shall have received a written opinion, addressed to the Underwriters and dated as of the Closing Date, of Xxxxxx LLP, outside counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Stockholders (“Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the UnderwritersStockholders Counsel”), in form and substance reasonably satisfactory to the Representatives., containing opinions substantially in the form attached hereto as Exhibit E.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Samples: WEB.COM Group, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx Txxxxx Xxxx & Priest LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Additional Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex E hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Emergent BioSolutions Inc.)
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representativeseffect set forth in Annex A-2 hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Fender Musical Instruments Corp)
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, Gxxxxx & Associates P.C. counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex D hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, opinion dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-3 hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.
Appears in 1 contract
Samples: Spark Therapeutics, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the any Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-3 hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinionopinion , dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Samples: Chegg, Inc
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel Counsel for each of the Selling Stockholders, Stockholders shall have furnished to the Representatives, at the request of the such Selling StockholdersStockholder, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, substantially in the form and substance reasonably satisfactory to the Representativesset forth in Annex G hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx At the Closing Time, the Representatives shall have received an opinion and negative assurance letter, dated the Closing Time, of Xxxxxxx Procter LLP, counsel for the Selling Stockholders, shall have furnished to in the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters previously agreed upon by the Representatives and such counsel.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel Counsel for each of the Selling Stockholders, shall have furnished to the Representatives, at the request of the such Selling StockholdersStockholder, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, in the form set forth on Exhibit A-2.
Appears in 1 contract
Samples: Schawk Inc
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex A-8 hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Polypore International, Inc.)
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling StockholdersCompany, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx The Representatives shall have received (i) an opinion, dated such Closing Date, of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP, counsel for the to certain Selling Stockholders and (ii) an opinion, dated such Closing Date, of Xxxxxxxx & Xxxxx LLP, counsel to certain Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, each in form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Samples: Underwriting Agreement (Riley Exploration Permian, Inc.)
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLPDxxxx Xxxx & Wxxxxxxx, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex B hereto.
Appears in 1 contract
Samples: Ultra Clean Holdings Inc
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex B hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Divx Inc)
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Samples: Seer, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxx Procter LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in the form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Samples: Imprivata Inc
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, The respective counsel for certain of the Selling Stockholders, as indicated on Schedule 2 hereto, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representativeseffect set forth in Annex A-2 hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Each of Xxxxxxxx, Xxxxxx & Finger, P.A. and Xxxxxxx Procter LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B hereto.
Appears in 1 contract
Samples: PROS Holdings, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx & Xxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.
Appears in 1 contract
Samples: Treace Medical Concepts, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxx Procter LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxxxx Xxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Samples: Underwriting Agreement (Nevro Corp)
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Each Selling Stockholders, Stockholder shall have furnished to the Representatives, at the request of the Selling StockholdersCompany, their a written opinionopinion of legal counsel, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B-2 hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex D hereto.
Appears in 1 contract
Samples: ReachLocal Inc
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx At the Closing Time, the Representatives shall have received an opinion, dated the Closing Time of Xxxxxxxx Chance US LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Intercept Pharmaceuticals Inc)
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxxx & Xxxxx, LLP, counsel for the Selling Stockholders, Stockholders shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex B hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel Counsel reasonably acceptable to the Representatives for the Selling Stockholders, Stockholders shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-3 hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxx Procter LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, substantially in the form and substance reasonably satisfactory to the Representativesattached as Annex B hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Monotype Imaging Holdings Inc.)
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLPXxxxxxxx Legal Advisory Services, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex D hereto.
Appears in 1 contract
Samples: ReachLocal Inc
Opinion of Counsel for the Selling Stockholders. Xxxxxx At the Closing Time, the Representative shall have received an opinion, dated the Closing Time of Cxxxxxxx Chance US LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Intercept Pharmaceuticals Inc)
Opinion of Counsel for the Selling Stockholders. Each of Ropes & Xxxx LLP, counsel for certain of the Selling Stockholders, and Xxxxxx LLP, counsel for certain of the Selling Stockholders, the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Samples: Underwriting Agreement (Kinsale Capital Group, Inc.)
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxxx, Loop & Xxxxxxxx, LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Exhibit B hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel Counsels for the Selling Stockholders, Stockholders shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Vocera Communications, Inc.)
Opinion of Counsel for the Selling Stockholders. At the Closing Date, the Representatives shall have received the opinion, dated as of the Closing Date, of Xxxxxx LLP& Xxxxxxxx, P.A., counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Stockholders (“Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters’ Counsel”), in form and substance reasonably satisfactory to counsel for the RepresentativesUnderwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit J hereto and to such further effect as the Representatives or counsel to the Underwriters may reasonably request.
Appears in 1 contract
Samples: Underwriting Agreement (Sinclair Broadcast Group Inc)
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.
Appears in 1 contract
Samples: Spark Therapeutics, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, opinion dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Samples: Squarespace, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel Counsel for each of the institutional Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.)
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.
Appears in 1 contract
Samples: Advent Software Inc /De/
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP[•], counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the such Selling Stockholders, their written opinion, dated the Closing Date [or the Additional Closing Date, as the case may be, ,] and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx [Rxxx Xxxxx LLP], counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP[ ], counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. The Representatives shall have received an opinion, dated such Closing Date, of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, counsel for the Selling Stockholders, shall have furnished to in the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.;
Appears in 1 contract
Samples: Underwriting Agreement (Ooma Inc)
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLPXxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP and , counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Samples: Savers Value Village, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, be and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.Representative, to the effect set forth in Annex D hereto
Appears in 1 contract
Samples: Underwriting Agreement (Obagi Medical Products, Inc.)
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLPJenkens & Xxxxxxxxx, P.C., counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B hereto.
Appears in 1 contract
Samples: Fossil Inc
Opinion of Counsel for the Selling Stockholders. Xxxxxx At the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of Xxxxxxx XxXxxxxxx LLP, counsel for the Selling StockholdersStockholders ("Selling Stockholders Counsel"), shall have furnished together with signed or reproduced copies of such opinion for each of the other Underwriters, to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, effect set forth in form and substance reasonably satisfactory to the RepresentativesExhibit H hereto.
Appears in 1 contract
Samples: Underwriting Agreement (Milestone AV Technologies, Inc.)
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxxx & Xxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, in substantially the form attached hereto as Annex A-2.
Appears in 1 contract
Samples: CDW Corp
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxx Procter LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex B hereto.
Appears in 1 contract
Samples: Animal Health International, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx MxXxxxxxx Will & Exxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their its written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.
Appears in 1 contract
Samples: First Mercury Financial Corp
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Additional Closing Date or the Additional Closing Date, as the case may be, (if applicable) and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
Appears in 1 contract
Samples: Q2 Holdings, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative.
Appears in 1 contract
Samples: GoPro, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in the form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-6 hereto.
Appears in 1 contract
Samples: Zoetis Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentatives to the effect set forth in Annex D-2 hereto.
Appears in 1 contract
Samples: StepStone Group Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex B hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.
Appears in 1 contract
Samples: Green Dot Corp
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLP[Counsel name], counsel for the Selling Stockholders, shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, be and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.Representative, to the effect set forth in Annex D hereto
Appears in 1 contract
Samples: Obagi Medical Products, Inc.
Opinion of Counsel for the Selling Stockholders. Xxxxxxxxx & Xxxxxx LLPPLLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-3 hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx LLPXxxxxxxxxx Xxxxxxx PC, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex B hereto.
Appears in 1 contract
Opinion of Counsel for the Selling Stockholders. Xxxxxx Xxxxxxxx & Xxxxx, LLP, counsel for the Selling Stockholders, Stockholders shall have furnished to the RepresentativesRepresentative, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativesRepresentative, to the effect set forth in Annex B hereto.
Appears in 1 contract
Samples: TNS Inc