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 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 5A(i13(a)(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 Xxxxxxxx & Xxxxx LLP or other counsel 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 Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP 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 below13(c). 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.13.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in under Section 5A(i) or (ii) above)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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP or other counsel which (to the Company's ’s reasonable satisfaction) is knowledgeable in securities law 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; 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP 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 the Company shall cause its transfer agent to deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 9C it below7.3(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 5 and Section 9C.7.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 5A(iparagraph 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 Xxxxxxxx & Xxxxx or other counsel which (in form and substance reasonably satisfactory to the Company's reasonable counsel of Kirkland & Ellis or other coxxxxx xxich (xx the Company's reason able 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 Kirkland & Xxxxx Ellis or such other counsel othxx xxxxxel xx xxrm and substance reasonably satisfactory to the Board Company's 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 9C it below. 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 5 paragraph and Section 9C.paragraph 7C. The cost of obtaining any opinion contemplated by this paragraph 4B shall be borne by the holder of the Restricted Securities being transferred.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 5A(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 or proposed transfer, 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 (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 LLP 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. 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 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.3.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than (y) a transfer described in Section 5A(i6(a)(i) or (ii) aboveabove or (z) if the transfer is by a holder that is a partnership or a limited liability company, the transfer is to such Person’s partners or members in accordance with their interests in such entity and the holder has given a certificate to the Company verifying the nature of such transfer), 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 legal counsel 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 Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx or such other legal counsel (reasonably satisfactory to the Board Company) 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 below7.3 of the Stock Purchase Agreement. 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 Section 6 of this Agreement and in this Section 5 and Section 9C.7.3 of the Stock Purchase Agreement.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 5A(iparagraph 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 in form and substance reasonably satisfactory to the Company's counsel 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 in form and substance reasonably satisfactory to the Board Company's 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 9C it below. 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 5 paragraph and Section 9C.paragraph 7C. The cost of obtaining any opinion contemplated by this paragraph 4B shall be borne by the holder of the Restricted Securities being transferred.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 5A(i13(a)(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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP or other counsel 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 Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP 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 below13(c). 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.13.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 5A(i5.01(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 Shearman & Xxxxx Sterling LLP or other counsel which (that, 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 Securities 1933 Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx Shearman & Xxxxx Sterling LLP or such other counsel satisfactory to the Board that no subsequent transfer of such Restricted Securities shall require registration under the Securities 1933 Act, the Company Company, as Sponsor of the Trust, shall cause the Trust to, promptly upon such contemplated transfer transfer, deliver new certificates for such Restricted Securities which that do not bear the Securities 1933 Act legend set forth below in Section 9C it below5.03. If the Company is not required to cause the Trust 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 and the Trust in writing its agreement to be bound by the conditions contained in this Section 5 and 5.02. Notwithstanding anything to the contrary herein, transfers to or among affiliates of MIMUSA shall not require delivery of the opinion required in this Section 9C.5.02.

Opinion Delivery. In connection with the transfer of any ---------------- Restricted Securities (other than a transfer Transfer described in Section 5A(i7.1(a)(i), 7.1(a)(ii) or (ii) above7.1(a)(iii)), the holder thereof shall of such Restricted Securities will deliver written notice to the Company describing in reasonable detail the transfer Transfer or proposed transferTransfer, together with an opinion (in form and substance reasonably satisfactory to the Company) of Xxxxxxxx & Xxxxx or other legal counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters (provided that such opinion may be waivedmatters, 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 such holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx or such other counsel satisfactory (in form and substance reasonably acceptable to the Board Company) of such legal counsel to the effect that no subsequent transfer Transfer of such Restricted Securities shall will require registration under the Securities Act, then the Company shall promptly will 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 below7.1(c). If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the then such holder thereof shall will not transfer Transfer the same until the prospective transferee Transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 5 and Section 9C.7.1.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 5A(i10(a)(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 Xxxxxxxx & Xxxxx LLP or other counsel 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 Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP 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 below10(c). 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.10.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 5A(i10(a)(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 Xxxxxxxx & Xxxxx LLP 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 LLP 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 below10(c). 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.10.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 5A(i5.1(i) or (ii) above, a transfer to an existing, or also involving an existing, institutional or financial stockholder of Holdings, or a transfer to Holdings, an Affiliate of Holdings, an Affiliate of a Purchaser or to an institutional or financial investor or other entity with assets in excess of $10 million), the holder thereof shall deliver written notice to the Company Holdings describing in reasonable detail the transfer or proposed transfer, together with an opinion (unless waived by the Company) 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 Holdings 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 Holdings 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 below8.3. If the Company Holdings 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 Holdings in writing its agreement to be bound by the conditions contained in this Section 5 and Section 9C.8.3.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 5A(iparagraph 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 Seyburn, Kahn, Ginn, Bess, Deitxx & Xerlxx, Xxxxxxxx & Xxxxx or Xllix xx 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 Seyburn, Kahn, Ginn, Bess, Deitxx & Xerlxx, Xxxxxxxx & Xxxxx or Xllix xx 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. 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 5 paragraph and Section 9C.paragraph 7C.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in under Section 5A(i) or (ii) above)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 Xxxxxxxx & Xxxxx or other counsel which (to the Company's ’s reasonable satisfaction) is knowledgeable in securities law 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; 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 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 the Company shall cause its transfer agent to deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 9C it below7.3(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 5 and Section 9C.7.