Common use of Opinion Delivery Clause in Contracts

Opinion Delivery. In connection with the transfer of any Restricted Securities pursuant to Section 4.02(iii), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Weil, Gotshal & Xxxxxx LLP or other counsel that, 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 1933 Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Weil, Gotshal & Xxxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the 1933 Act, the Company shall, promptly upon such contemplated transfer, deliver new certificates for such Restricted Securities that do not bear the 1933 Act legend set forth below in Section 4.04. If the Company is not required to deliver new certificates for such Restricted Securities 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 4.03. Notwithstanding anything to the contrary herein, transfers to or among affiliates of any Principal Investor shall not require delivery of the opinion required in this Section 4.03.

Opinion Delivery. In connection with the transfer of any Restricted Securities pursuant to (other than a transfer described in Section 4.02(iii5A(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 Weil, Gotshal Xxxxxxxx & Xxxxxx LLP Xxxxx or other counsel that, which (to the Company’s 's reasonable satisfaction, ) is knowledgeable in securities law matters (provided that such opinion may be waived, in whole or in part, at the discretion of the Board) to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the 1933 Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Weil, Gotshal Xxxxxxxx & Xxxxxx LLP Xxxxx or such other counsel satisfactory to the Board that no subsequent transfer of such Restricted Securities shall require registration under the 1933 Securities Act, the Company shall, shall promptly upon such contemplated transfer, transfer deliver new certificates for such Restricted Securities that which do not bear the 1933 Securities Act legend set forth below in Section 4.049C it 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 4.03. Notwithstanding anything to the contrary herein, transfers to or among affiliates of any Principal Investor shall not require delivery of the opinion required in this 5 and Section 4.03.9C.

Opinion Delivery. In connection with the transfer of any Restricted Securities pursuant to under Section 4.02(iii)7.1, the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Weil, Gotshal Kxxxxxxx & Xxxxxx Exxxx LLP or other counsel that, which (to the Company’s reasonable satisfaction, ) is knowledgeable in securities law Law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the 1933 Securities Act; provided, however, that no such opinion need be delivered by such holder for any transfer of any Restricted Securities under Section 7.1 to any Affiliate of such holder or any of its limited partners. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Weil, Gotshal Kxxxxxxx & Xxxxxx Exxxx LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the 1933 Securities Act, the Company shall, promptly upon such contemplated transfer, transfer the Company shall cause its transfer agent to deliver new certificates for such Restricted Securities that which do not bear the 1933 Securities Act legend set forth below in Section 4.047.3(a). If the Company is not required to cause its transfer agent 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 4.03. Notwithstanding anything to the contrary herein, transfers to or among affiliates of any Principal Investor shall not require delivery of the opinion required in this Section 4.037.

Opinion Delivery. In connection with the transfer of any Restricted Securities pursuant to Section 4.02(iii), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Weil, Gotshal & Xxxxxx LLP or other counsel that, 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 1933 Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Weil, Gotshal & Xxxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the 1933 Act, the Company shall, promptly upon such contemplated transfer, deliver new certificates for such Restricted Securities that do not bear the 1933 Act legend set forth below in Section 4.04. If the Company is not required to deliver new certificates for such Restricted Securities 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 4.03. Notwithstanding anything to the contrary herein, transfers to or among affiliates of any Principal Investor Fund shall not require delivery of the opinion required in this Section 4.03.

Opinion Delivery. In connection with the transfer of any Restricted Securities pursuant to Section 4.02(iii(other than a transfer described in paragraph 3A(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 WeilSeyburn, Gotshal Kahn, Ginn, Bess, Deitxx & Xxxxxx LLP or Xerlxx, Xxxxxxxx & Xllix xx other counsel that, which (to the Company’s '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 1933 Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of WeilSeyburn, Gotshal Kahn, Ginn, Bess, Deitxx & Xxxxxx LLP or Xerlxx, Xxxxxxxx & Xllix xx such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the 1933 Securities Act, the Company shall, shall promptly upon such contemplated transfer, transfer deliver new certificates for such Restricted Securities that which do not bear the 1933 Securities Act legend set forth below in Section 4.04. 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 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 4.03. Notwithstanding anything to the contrary herein, transfers to or among affiliates of any Principal Investor shall not require delivery of the opinion required in this Section 4.03.paragraph and paragraph 7C.

Opinion Delivery. In connection with the transfer of any Restricted Securities pursuant to Section 4.02(iii), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Weil, Gotshal & Xxxxxx LLP or other counsel that, 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 1933 Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Weil, Gotshal & Xxxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the 1933 Act, the Company shall, promptly upon such contemplated transfer, deliver new certificates for such Restricted Securities that do not bear the 1933 Act legend set forth below in Section 4.04. If the Company is not required to deliver new certificates for such Restricted Securities 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 4.03. Notwithstanding anything to the contrary herein, transfers to or among affiliates of any Principal Investor Credit Suisse shall not require delivery of the opinion required in this Section 4.03.

Opinion Delivery. In connection with the transfer of any Restricted Securities pursuant to (other than a transfer described in Section 4.02(iii4.02(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 Weil, Gotshal & Xxxxxx LLP or other counsel that, 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 1933 Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Weil, Gotshal & Xxxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the 1933 Act, the Company shall, promptly upon such contemplated transfer, deliver new certificates for such Restricted Securities that do not bear the 1933 Act legend set forth below in Section 4.04. If the Company is not required to deliver new certificates for such Restricted Securities 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 4.03. Notwithstanding anything to the contrary herein, transfers to or among affiliates of any Principal Investor the Purchaser shall not require delivery of the opinion required in this Section 4.03.

Opinion Delivery. In connection with the transfer of any Restricted Securities pursuant to (other than a transfer described in Section 4.02(iii4A(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 WeilSquadron, Gotshal Ellenoff, Plesent & Xxxxxx Xxxxxxxxx, LLP or other counsel that, which (to the Company’s '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 1933 Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of WeilSquadron, Gotshal Ellenoff, Plesent & Xxxxxx Xxxxxxxxx, LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the 1933 ActSecurities Act and has delivered the original certificate or certificates representing such Securities to the Company, the Company shall, shall promptly upon such contemplated transfer, transfer deliver new certificates for such Restricted Securities that which do not bear the 1933 Securities Act legend set forth below in Section 4.046. 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 4.03. Notwithstanding anything to the contrary herein, transfers to or among affiliates of any Principal Investor shall not require delivery of the opinion required in this paragraph and Section 4.036.

Opinion Delivery. In connection with the transfer of any ---------------- Restricted Securities pursuant to Section 4.02(iii(other than a transfer described in paragraph 4A(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 Weil, Gotshal Xxxxxxxx & Xxxxxx LLP Xxxxx or other counsel that, which (to the Company’s '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 1933 Securities Act. In addition, in connection with a transfer described in paragraph 4A(i) or (ii) above or if the holder of the Restricted Securities delivers to the Company an opinion of Weil, Gotshal Xxxxxxxx & Xxxxxx LLP Xxxxx or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the 1933 Securities Act, the Company shall, shall promptly upon such contemplated transfer, transfer deliver new certificates for such Restricted Securities that which do not bear the 1933 Securities Act legend set forth below in Section 4.04. 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 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 4.03. Notwithstanding anything and paragraph 7C (and, to the contrary hereinextent applicable, transfers to or among affiliates of any Principal Investor shall not require delivery of in the opinion required in this Section 4.03Shareholders' Agreement).