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 (other than a transfer described in Section 5A(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 or other counsel which (to the Company'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 Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx or such other counsel satisfactory to the Board 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 9C 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 5 and Section 9C.
Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 4.1(a) or (b) above), the holder thereof shall deliver written notice to MCK describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to MCK'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; provided, that in connection with any such transfer by a Purchaser to an Affiliate of such Purchaser, no such opinion of counsel shall be required. In addition, if the holder of the Restricted Securities delivers to MCK an opinion of such counsel, reasonably satisfactory to MCK, that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, MCK 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 6.6 below. If MCK 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 this Company in writing its agreement to be bound by the conditions contained in this Section 4.2 and Section 6.6.
Opinion Delivery. In connection with the transfer of any of the Restricted Securities (other than a transfer described in Section 6.1(a) or (b) above) and subject to Section 6.3 below, the Investor shall deliver written notice to HI describing in reasonable detail the transfer or proposed transfer, together with an opinion of legal counsel which (to HI's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of the 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 HI an opinion of such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, HI shall promptly deliver to the Investor new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 6.5. If HI is not required to deliver new certificates for such Restricted Securities not bearing such legend, the Investor, or if applicable a subsequent transferee thereof, shall not transfer the same until the prospective transferee has confirmed to HI in writing its agreement to be bound by the conditions contained in this Article 6.
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.
Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 6A(i) or Section 6A(ii) above), the holder thereof shall deliver written notice to VitalStream describing in reasonable detail the transfer or proposed transfer, together with an opinion of legal counsel which 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 transferring holder delivers to VitalStream an opinion of such legal counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, VitalStream 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 8B(ii) of this Agreement. If VitalStream 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 VitalStream in writing its agreement to be bound by the Investor Rights Agreement and the conditions contained in this Section 6 and Section 8B(ii) of this Agreement.
Opinion Delivery. In connection with the transfer of any Securities, ---------------- the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, and, except for in a transfer described in subsection 7.8(a)(i) or (ii) above and other than a transfer to a 100% Affiliate of GECFS, an opinion of counsel payable solely by the holder of the Securities, in form and substance reasonably satisfactory to the Company and its counsel, to the effect that such transfer of Securities may be effected without registration of such Securities under the Securities Act. In addition, if the holder of the Securities delivers to the Company an opinion of counsel payable solely by the holder of the Securities, in form and substance reasonably satisfactory to the Company and its counsel, that no subsequent transfer of such Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Securities which do not bear the Securities Act legend set forth in Section 7.9. If the Company is ----------- not required to deliver new certificates for such 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 and Section 7.9 -----------
Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 5.1(i) or (ii) above), the holder thereof shall deliver to the Company or the Borrowers, as applicable, an opinion of counsel 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 or the Borrowers, as applicable, an opinion of such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company or the Borrowers, as applicable shall deliver certificates for such securities that do not bear clause (a) of the legend set forth in Section 8.3. If the Company or the Borrowers, as applicable, are 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 or the Borrowers, as applicable, in writing its agreement to be bound by the conditions contained in this Section 5.2 and Section 8.3.
Opinion Delivery. In connection with the transfer of any Securities (other than a transfer described in subsection 9.7(a)(i) or (ii) above and other than a transfer to an Affiliate of SPLN), SPLN shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion, in form and substance reasonably satisfactory to the Company and its counsel to the effect that such transfer of Securities may be effected without registration of such Securities under the Securities Act. In addition, if SPLN delivers to the Company an opinion of counsel that, in form and substance reasonably satisfactory to the Company and its counsel, no subsequent transfer of such Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Securities which do not bear the Securities Act legend set forth in Section 9.8. If the Company is not required to deliver new certificates for such Securities not bearing such legend, SPLN 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 and Section 9.8.
Opinion Delivery. 3 3C. Legend ........................................................3 3D.
