Common use of Opinion Delivery Clause in Contracts

Opinion Delivery. In connection with the transfer of any shares of Restricted Stock, upon the request of the Company, 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 or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of shares of Restricted Stock may be effected without registration of such shares under the Securities Act. In addition, if the holder of the shares of Restricted Stock delivers to the Company an opinion of Xxxxxxxx & Xxxxx or such other counsel that no subsequent transfer of such shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such shares which do not bear the Securities Act legend set forth in Section 4B. If the Company is not required to deliver new certificates for such shares 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.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Ziff Davis Intermediate Holdings Inc), Stock Purchase Agreement (Ziff Davis Intermediate Holdings Inc), Stock Purchase Agreement (Ziff Davis Intermediate Holdings Inc)

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Opinion Delivery. In connection with the transfer of any shares of Restricted Stock, Stock upon the request of the Company, 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 or other counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of shares of Restricted Stock may be effected without registration of such shares under the Securities Act. In addition, if the holder of the shares of Restricted Stock delivers to the Company an opinion of Xxxxxxxx & Xxxxx or such other counsel that no subsequent transfer of such shares shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such shares which do not bear the Securities Act legend set forth in Section 4B. If the Company is not required to deliver new certificates for such shares 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.

Appears in 1 contract

Samples: Series D Preferred Stock Purchase Agreement (Ziff Davis Intermediate Holdings Inc)

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