Opinion of U.S. Counsel. Xxxxxxxx & Xxxxxxxx LLP, U.S. counsel to the Company, shall have furnished to the Representative (i) such counsel’s written opinion, as counsel to the Company, addressed to the Underwriters and dated the Closing Date and any Option Closing Date (if such date is other than the Closing Date), and (ii) a written statement providing certain “10b-5” negative assurances, addressed to the Underwriters and dated the Closing Date and any Option Closing Date (if such date is other than the Closing Date), each in a form satisfactory to the Representative and Representative Counsel.
Opinion of U.S. Counsel for the Selling Shareholder. Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, U.S. counsel for the Selling Shareholder, shall have furnished to the Representatives, at the request of the Selling Shareholder, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, substantially in form and substance set forth in Annex C-3 hereto.
Opinion of U.S. Counsel for Underwriters and the Sub-underwriter. The favorable opinion of Skadden, Arps, Slate, Meagxxx & Xlom XXX, U.S. counsel for the Underwriters and the Sub-underwriter, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(e) hereof.
Opinion of U.S. Counsel for Riverwood Capital LLC. The Sage Law Group, U.S. counsel for Riverwood Capital LLC, shall have furnished to the Representatives, at the request of Riverwood Capital LLC, 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-5 hereto.
Opinion of U.S. Counsel for the Company and the Guarantor. Xxxxxx, Xxxxx & Xxxxxxx LLP or such other U.S. Counsel for the Company and the Guarantor reasonably satisfactory to the Representatives shall have furnished to the Representatives their written opinion, dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that:
Opinion of U.S. Counsel for Underwriters. The opinion of Shearman & Sterling, U.S. counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(h) hereof.
Opinion of U.S. Counsel. The Parent shall have received the opinion of Xxxxxx Xxxxxxxx LLP, counsel to the Company, in substantially the form of Exhibit C hereto.
Opinion of U.S. Counsel for the Company. Xxxxxxx Xxxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, shall have furnished to you their written opinions and negative assurance letter dated such Time of Delivery, in form and substance satisfactory to you;
Opinion of U.S. Counsel for Underwriters and the Sub-underwriter. The favorable opinion of Latham & Watkins LLP, U.S. counsel for the Underwriters and txx Xxx-unxxxxxxxer, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(g) hereof.
Opinion of U.S. Counsel for the Company. McGuireWoods LLP (U.S. counsel to the Company) shall have furnished to the Representative (i) such counsel’s written opinion, as counsel to the Company, addressed to the Underwriters and dated as of the Closing Date, and (ii) a written statement providing certain “10b-5” negative assurances, addressed to the Underwriters and dated the Closing Date, each in a form reasonably satisfactory to the Representative and Representative Counsel, as attached here to as Exhibit D.
