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 Transfer of any Restricted Securities pursuant to (other than a transfer described in Section 4.02(iii14(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 Weil, Gotshal Xxxxxxxx & Xxxxxx Xxxxx LLP or other counsel that, 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 1933 Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Weil, Gotshal Xxxxxxxx & Xxxxxx Xxxxx LLP or such other approved counsel that no subsequent transfer 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 4.043. 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 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 4.0314(b).

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, 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 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 (other than a transfer described in subsection 5.7(a)(i) or (ii) above and other than a transfer by a Purchaser to Section 4.02(iiian Affiliate of such Purchaser), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Weilopinion, Gotshal & Xxxxxx LLP or other counsel that, in form and substance reasonably satisfactory to the Company’s reasonable satisfactionCompany and its counsel, 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 Weilopinion, Gotshal & Xxxxxx LLP or other counsel that in form and substance reasonably satisfactory to the Company and its counsel, 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 4.045.8. 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 and Section 4.035.8.

Opinion Delivery. In connection with the transfer of any Restricted Securities Stockholder Shares (other than a transfer described in clauses (i) or (ii) of Section 7(a) above or a transfer to the Company pursuant to Section 4.02(iii3(a) 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, which (to the Company’s 's reasonable satisfaction, ) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities Stockholder Shares may be effected without registration of such Restricted Securities Stockholder Shares under the 1933 Securities Act. In addition, if the holder of the Restricted Securities Stockholder Shares delivers to the Company an opinion of Weil, Gotshal & Xxxxxx LLP or other such counsel that no subsequent transfer of such Restricted Securities Stockholder Shares 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 Stockholder Shares which do not bear the 1933 Securities Act portion of the legend set forth below in Section 4.047(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 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 4.03Section.

Opinion Delivery. In connection with the transfer of any ---------------- Restricted Securities pursuant to Section 4.02(iii(other than a transfer described in paragraph 6A(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, 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 4.04paragraph 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 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 4.03.6 and paragraph 9C.

Opinion Delivery. In connection with the transfer of any Restricted Securities pursuant to (other than a transfer described in Section 4.02(iii6.01(a)(i) above), the holder thereof shall deliver written notice to the Company Corporation describing in reasonable detail the transfer or proposed transfer, together with an opinion of Weil, Gotshal Xxxxx Xxxx & Xxxxxx LLP Xxxxxxxx or other counsel that, which (to the Company’s Corporation'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 Corporation an opinion of Weil, Gotshal Xxxxx Xxxx & Xxxxxx LLP Xxxxxxxx or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the 1933 Securities Act, the Company shall, Corporation 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 4.049.03 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 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 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 4.039.03.

Opinion Delivery. In connection with the transfer of any shares ---------------- of Restricted Securities pursuant to Stock (other than a transfer described in Section 4.02(iii3A(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 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 shares of Restricted Securities Stock may be effected without registration of such Restricted Securities shares under the 1933 Securities Act. In addition, if the holder of the shares of Restricted Securities Stock 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 shares 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 shares which do not bear the 1933 Securities Act legend set forth below in Section 4.04. ------- 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 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 4.033. 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 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 Kirkxxxx & Xxxxxx LLP or 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 such 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 to be transferred delivers to the Company an opinion of Weil, Gotshal Kirkxxxx & Xxxxxx LLP or Xllix xx such other counsel that no subsequent transfer of such Restricted Securities by any Person (other than an affiliate of the Company) shall require registration under the 1933 Securities Act, the Company shall, shall promptly upon such much 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 4.04paragraph 6E 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 substantially similar to those 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 4.03paragraph and paragraph 6E below.

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 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 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 or proposed transfer, together with an opinion of Weil, Gotshal & Xxxxxx LLP or other counsel that, 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 1933 Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Weil, Gotshal & Xxxxxx LLP 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 4.04paragraph 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 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 4.03paragraph 7 and paragraph 8.

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 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, 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 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 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 7E.

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 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, 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 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 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 6C.

Opinion Delivery. In connection with the transfer of any Restricted Securities pursuant to Section 4.02(iii(other than a transfer described in paragraph 4.1(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 WeilXxxxxxx Coie, Gotshal & Xxxxxx 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 WeilXxxxxxx Coie, Gotshal & Xxxxxx LLP 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 4.04paragraph 7.3. 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 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 4.03paragraph 4.2 and paragraph 7.3.

Opinion Delivery. In connection with the transfer of any ---------------- Restricted Securities pursuant to Section 4.02(iii(other than a transfer described in paragraph 8A(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, 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 4.04paragraph 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 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 4.03.8 and paragraph 5C.

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 Kirkxxxx & Xxxxxx LLP or 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 deliver to the Company an opinion of Weil, Gotshal Kirkxxxx & Xxxxxx LLP or 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 Transfer of any Restricted Securities pursuant to Section 4.02(iii(other than a transfer described in paragraph 10(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 WeilXxxxxxxx & Xxxxx, Gotshal Xxxxxx Xxxxx Xxxxxxxx & Xxxxxx Xxxxxxx LLP or other counsel that, 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 1933 Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of WeilXxxxxxxx & Xxxxx, Gotshal Xxxxxx Xxxxx Xxxxxxxx & Xxxxxx Xxxxxxx LLP or such other approved counsel that no subsequent transfer 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 4.04paragraph 7. 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 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 4.03paragraph.

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 Kirkxxxx & Xxxxxx LLP or 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 Weil, Gotshal Kirkxxxx & Xxxxxx LLP or 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 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 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 8B.

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, if the holder of the Restricted Securities delivers to the Company an opinion of Weil, Gotshal Xxxxxxxx & Xxxxxx LLP Xxxxx or such other counsel (which opinion is reasonably acceptable to the Company and its 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(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).

Opinion Delivery. In connection with the transfer of any shares ---------------- of Restricted Securities pursuant to Stock (other than a transfer described in Section 4.02(iii3A(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 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 shares of Restricted Securities Stock may be effected without registration of such Restricted Securities shares under the 1933 Securities Act. In addition, if the holder of the shares of Restricted Securities Stock 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 shares 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 shares which do not bear the 1933 Securities Act legend set forth below in Section 4.04. ------- 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 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 4.033. 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 (other than a transfer described in paragraph (a)(i) or (a)(ii) above) or a transfer to Section 4.02(iii)the Company or any Subsidiary, 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 Kirkland & Xxxxxx LLP Ellis or other counsel that, to couxxxx xxich (xx 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 Weil, Gotshal Kirkland & Xxxxxx LLP Ellis or such other counsel that no xxxxxxx thxx xx 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 4.04paragraph (e). 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 4.03paragraph and paragraph (e) below.

Opinion Delivery. In connection with the transfer of any Restricted Securities pursuant to Section 4.02(iii(other than a transfer described in paragraph 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 Weil, Gotshal Kirkxxxx & Xxxxxx LLP or 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 Weil, Gotshal Kirkxxxx & Xxxxxx LLP or 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 4.04paragraph 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 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.not

Opinion Delivery. In connection with the transfer of any shares of Restricted Securities pursuant to Stock (other than a transfer described in Section 4.02(iii3A(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 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 shares of Restricted Securities Stock may be effected without registration of such Restricted Securities shares under the 1933 Securities Act. In addition, if the holder of the shares of Restricted Securities Stock 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 shares 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 shares which do not bear the 1933 Securities Act legend set forth below in Section 4.04. 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 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 4.033.

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 with, if reasonably requested by the Company, 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, 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 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(other than a transfer described in paragraph 8A(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, 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 4.04paragraph 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 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 4.03.8 and paragraph 5C.

Opinion Delivery. In connection with the transfer of any Restricted Securities pursuant (other than a transfer described in subsection 5.7(a)(i) or (ii) above and other than a transfer by the Purchaser to Section 4.02(iiian Affiliate of the Purchaser), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Weilopinion, Gotshal & Xxxxxx LLP or other counsel that, in form and substance reasonably satisfactory to the Company’s reasonable satisfactionCompany and its counsel, 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 Weilopinion, Gotshal & Xxxxxx LLP or other counsel that in form and substance reasonably satisfactory to the Company and its counsel, 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 4.045.8. 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 and Section 4.035.8.

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 with, if reasonably requested by the Company, an opinion of Weil, Gotshal & Xxxxxx 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 Weil, Gotshal & Xxxxxx LLP or 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 permitted transfer of any Restricted Securities pursuant to Section 4.02(iii(other than a transfer described in paragraph 4A(i) or (ii) above or paragraph 7E below), 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, which (to the Company’s reasonable 's reason able 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 Weil, Gotshal & Xxxxxx LLP or 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(other than a transfer described in paragraph 6.3(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 together, if reasonably requested by the Company, with an opinion of WeilXxxxxxxx & Xxxxx, Gotshal & Xxxxxx LLP Dechert 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 WeilXxxxxxxx & Xxxxx, Gotshal & Xxxxxx LLP Dechert 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 4.046.3(c) 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 Section 4.036.3.

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 & Xxxxxx LLP or other such holder's 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 Weil, Gotshal & Xxxxxx LLP or other such holder's 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 9C. 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 9C.

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) 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, (in form and substance satisfactory to the Company’s reasonable ) of Kirkxxxx & Xllix xx other counsel which (to the Company's 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 such opinion of Weil, Gotshal Kirkxxxx & Xxxxxx LLP or 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 7B. 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 (in form and substance satisfactory to the Company) 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 7B.

Opinion Delivery. In connection with the permitted transfer of ---------------- any Restricted Securities pursuant to Section 4.02(iii(other than a transfer described in paragraph 4A(i) or (ii) above or paragraph 7E below), 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, which (to the Company’s reasonable 's reason able 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 Weil, Gotshal & Xxxxxx LLP or 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.