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 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (MCK Communications Inc)

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Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 4.1(a) or (b) above)Securities, including the Series C Preferred, Warrants and Common Stock subject to this Agreement, the holder thereof shall deliver written notice to MCK the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to MCKthe 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 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 the Company an opinion of such counsel, reasonably satisfactory to MCK, counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, MCK 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 6.6 belowSECTION 6.1. If MCK 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 this the Company in writing its agreement to be bound by the conditions contained in this Section 4.2 SECTION and Section 6.6SECTION 6.1.

Appears in 1 contract

Samples: Series C Preferred Stock and Warrant Purchase Agreement (National Lampoon Inc)

Opinion Delivery. In connection with the transfer of any ---------------- Restricted Securities (other than a transfer described in Section 4.1(aparagraph 5A(a) or (b) above), the holder thereof shall deliver written notice to MCK the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to MCKthe 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 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 the Company an opinion of such counsel, reasonably satisfactory to MCK, counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, MCK 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 6.6 below. paragraph 7F. If MCK 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 this the Company in writing its agreement to be bound by the conditions contained in this Section 4.2 paragraph and Section 6.6.paragraph 7F.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chippac LTD)

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 4.1(a) or (b4.6(a) above), the holder thereof shall deliver written notice to MCK the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of legal counsel which (to MCKthe 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 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 the Company an opinion of such counsel, reasonably satisfactory to MCK, counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, MCK 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 6.6 below4.7. If MCK 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 this the Company in writing its agreement to be bound by the conditions contained in this Section 4.2 and Section 6.6Article 4.

Appears in 1 contract

Samples: Note Purchase Agreement (Montana Mills Bread Co Inc)

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 4.1(a) or (b) above)Securities, the holder thereof shall deliver written notice to MCK EDI describing in reasonable detail the transfer or proposed transfer, together with an opinion of legal 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 EDI an opinion of such counsel, reasonably satisfactory to MCK, legal counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, MCK and EDI's legal counsel has reviewed such opinion and reasonably concurs with the assessments made therein, EDI 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 below7(a). If MCK EDI is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof HRL shall not transfer the same until the prospective transferee has confirmed to this Company EDI in writing its agreement to be bound by the conditions contained in this Section 4.2 and Section 6.67.

Appears in 1 contract

Samples: Technology Development Agreement (Eye Dynamics Inc)

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 4.1(aparagraph 5A(i) or (bii) above), the holder thereof shall deliver written notice to MCK the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to MCKthe 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 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 the Company an opinion of such counsel, reasonably satisfactory to MCK, counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, MCK 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 6.6 below. paragraph 8A. If MCK 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 this the Company in writing its agreement to be bound by the conditions contained in this Section 4.2 paragraph and Section 6.6.paragraph 8A.

Appears in 1 contract

Samples: Stock Purchase Agreement (Carrols Corp)

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 4.1(a4.1(i) or (bii) above), the holder thereof shall deliver written notice to MCK the Company 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 matters, which opinion shall be reasonably satisfactory to counsel for the Company, 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 the Company an opinion of such counsel, reasonably satisfactory to MCK, other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, MCK the Company shall promptly upon the completion of such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 6.6 below7.3. If MCK 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 this the Company in writing its agreement to be bound by the conditions contained in this Section 4.2 and Section 6.67.3.

Appears in 1 contract

Samples: Series C Preferred Stock Purchase Agreement (Greatfood Com Inc)

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Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 4.1(aparagraph 4A(i) or (bii) above), the holder thereof shall deliver written notice to MCK the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to MCKthe 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 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 the Company an opinion of such counsel, reasonably satisfactory to MCK, counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, MCK 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 6.6 below. paragraph 7C. If MCK 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 this the Company in writing its agreement to be bound by the conditions contained in this Section 4.2 paragraph and Section 6.6.paragraph 7C.

Appears in 1 contract

Samples: Warrant Agreement (Hanover Capital Mortgage Holdings Inc)

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 4.1(aparagraph 4A(i) or (bii) above), the holder thereof shall deliver written notice to MCK the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to MCKthe 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 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 the Company an opinion of such counsel, reasonably satisfactory to MCK, counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, MCK 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 6.6 below. paragraph 7C. If MCK 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 this the Company in writing its agreement to be bound by the conditions contained in this Section 4.2 paragraph and Section 6.6.paragraph 7C.

Appears in 1 contract

Samples: Securities Purchase Agreement (Chell Group Corp)

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 4.1(aparagraph 4.1 (i) or (bii) above), the holder thereof Purchaser shall deliver written notice to MCK the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (in form and substance satisfactory to MCKthe Company's reasonable satisfaction) is knowledgeable in securities law matters counsel 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 Purchaser delivers to MCK the Company an opinion of such counsel, reasonably counsel in form and substance satisfactory to MCK, the Company's counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, MCK 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 6.6 belowparagraph 7.1.8. If MCK 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 this the Company in writing its agreement to be bound by the conditions contained in this Section 4.2 paragraph and Section 6.6paragraph 7.

Appears in 1 contract

Samples: Purchase Agreement (TRM Copy Centers Corp)

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