Common use of Opinion Delivery Clause in Contracts

Opinion Delivery. In connection with the Transfer of any Restricted Securities (other than a transfer described in Section 14(a)(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer, together with an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 3. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b).

Opinion Delivery. In connection with the Transfer transfer of any ---------------- Restricted Securities (other than a transfer described in Section 14(a)(iparagraph 4A(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 3. paragraph 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b).paragraph and paragraph 7C.

Opinion Delivery. In connection with the Transfer transfer of any ---------------- Restricted Securities (other than a transfer described in Section 14(a)(iparagraph 6A(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 3paragraph 9C below. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b).6 and paragraph 9C.

Opinion Delivery. In connection with the Transfer transfer of any Restricted Securities Stockholder Shares (other than a transfer described in Section 14(a)(iclauses (i) or (ii) of Section 7(a) above or a transfer to the Company pursuant to Section 3(a) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities Stockholder Shares may be effected without registration of such Restricted Securities Stockholder Shares under the Securities Act. In addition, if the holder of the Restricted Securities Stockholder Shares delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer transfer of such Restricted Securities Stockholder Shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities Stockholder Shares which do not bear the Securities Act portion of the legend set forth in Section 37(d). If the Company is not required to deliver new certificates for such Restricted Securities Stockholder Shares not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b)Section.

Opinion Delivery. In connection with the Transfer transfer of any Restricted Securities (other than a transfer described in Section 14(a)(iparagraph 2 or paragraph 7(a)(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 3paragraph 8(a) below. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b)paragraph 7 and paragraph 8.

Opinion Delivery. In connection with the Transfer transfer of any Restricted Securities (other than a transfer described in Section 14(a)(iparagraph 4A(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx Kirkxxxx & Xxxxx LLP or Xllix xx other counsel which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers deliver to the Company an opinion of Xxxxxxxx Kirkxxxx & Xxxxx LLP or Xllix xx such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 3. paragraph 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b).paragraph and paragraph 7C.

Opinion Delivery. In connection with the Transfer transfer of any ---------------- Restricted Securities (other than a transfer described in Section 14(a)(iparagraph 8A(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 3paragraph 5C above. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b).8 and paragraph 5C.

Opinion Delivery. In connection with the Transfer transfer of any Restricted Securities (other than a transfer described in Section 14(a)(iparagraph 3A(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 3. paragraph 6C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b).paragraph and paragraph 6C.

Opinion Delivery. In connection with the Transfer permitted transfer of ---------------- any Restricted Securities (other than a transfer described in Section 14(a)(iparagraph 4A(i) or (ii) aboveabove or paragraph 7E below), the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s reasonable 's reason able satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 3. paragraph 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b).paragraph and paragraph 7C.

Opinion Delivery. In connection with the Transfer transfer of any Restricted Securities (other than a transfer described in Section 14(a)(iparagraph 4A(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx Kirkxxxx & Xxxxx LLP or Xllix xx other counsel which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Kirkxxxx & Xxxxx LLP or Xllix xx such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 3. paragraph 8B. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b).paragraph and paragraph 8B.

Opinion Delivery. In connection with the Transfer transfer of any Restricted Securities (other than a transfer described in Section 14(a)(i3A(i) or (ii) above), upon the request of the Company, the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 3. 3C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b)3.

Opinion Delivery. In connection with the Transfer transfer of any ---------------- Restricted Securities (other than a transfer described in Section 14(a)(iparagraph 4A(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with with, if reasonably requested by the Company, an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 3. paragraph 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b).paragraph and paragraph 7C.

Opinion Delivery. In connection with the Transfer transfer of any Restricted Securities (other than a transfer described in Section 14(a)(iparagraph 5A(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx Kirkxxxx & Xxxxx LLP or Xllix xx other counsel which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Kirkxxxx & Xxxxx LLP or Xllix xx such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 3paragraph 9C below. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b).not

Opinion Delivery. In connection with the Transfer transfer of any shares of Restricted Securities Stock (other than a transfer described in Section 14(a)(i3A(i) or (ii) above), upon the request of the Company, the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of shares of Restricted Securities Stock may be effected without registration of such Restricted Securities shares under the Securities Act. In addition, if the holder of the shares of Restricted Securities Stock delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities shares which do not bear the Securities Act legend set forth in Section 3. 3C. If the Company is not required to deliver new certificates for such Restricted Securities shares not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b)3.

Opinion Delivery. In connection with the Transfer transfer of any Restricted Securities (other than a transfer described in Section 14(a)(iparagraph 3A(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 3. paragraph 7E. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b).paragraph and paragraph 7E.

Opinion Delivery. In connection with the Transfer transfer of any shares ---------------- of Restricted Securities Stock (other than a transfer described in Section 14(a)(i3A(i) or (ii) ------------ -- above), upon the request of the Company, the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of shares of Restricted Securities Stock may be effected without registration of such Restricted Securities shares under the Securities Act. In addition, if the holder of the shares of Restricted Securities Stock delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities shares which do not bear the Securities Act legend set forth in Section 3. ------- 3C. If the Company is not required to deliver new certificates for such Restricted Securities shares -- not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b).3. ---------

Opinion Delivery. In connection with the Transfer permitted transfer of any Restricted Securities (other than a transfer described in Section 14(a)(iparagraph 4A(i) or (ii) aboveabove or paragraph 7E below), the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s reasonable 's reason able satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 3. paragraph 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b).paragraph and paragraph 7C.

Opinion Delivery. In connection with the Transfer transfer of any shares ---------------- of Restricted Securities Stock (other than a transfer described in Section 14(a)(i3A(i) or (ii) ------------- -- above), upon the request of the Company, the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s 's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of shares of Restricted Securities Stock may be effected without registration of such Restricted Securities shares under the Securities Act. In addition, if the holder of the shares of Restricted Securities Stock delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities shares which do not bear the Securities Act legend set forth in Section 3. ------- 3C. If the Company is not required to deliver new certificates for such Restricted Securities shares -- not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 14(b).3. ---------

Opinion Delivery. In connection with the Transfer transfer of any Restricted Securities (other than a transfer described in Section 14(a)(i) or (ii6.01(a)(i) above), the holder thereof shall deliver written notice to the Company Corporation describing in reasonable detail the Transfer transfer or proposed Transfertransfer, together with an opinion of Xxxxx Xxxx & Xxxxxxxx & Xxxxx LLP or other counsel which (to the Company’s Corporation's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company Corporation an opinion of Xxxxx Xxxx & Xxxxxxxx & Xxxxx LLP or such other approved counsel that no subsequent Transfer transfer of such Restricted Securities shall require registration under the Securities Act, the Company Corporation shall promptly upon such contemplated Transfer transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 39.03 below. If the Company Corporation is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not Transfer transfer the same until the prospective transferee has confirmed to the Company Corporation in writing its agreement to be bound by the conditions contained in this Section 14(b)9.03.