Common use of Opinion Delivery Clause in Contracts

Opinion Delivery. In connection with the transfer of any Securities (other than a transfer described in subsection 5.7(a)(i) or (ii) above and other than a transfer by a Purchaser to an 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, in form and substance reasonably satisfactory to the Company and its counsel, to the effect that such transfer of Securities may be effected without registration of such Securities under the Securities Act. In addition, if the holder of the Securities delivers to the Company an opinion, in form and substance reasonably satisfactory to the Company and its counsel, no subsequent transfer of such Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Securities which do not bear the Securities Act legend set forth in Section 5.8. If the Company is not required to deliver new certificates for such Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section and Section 5.8.

Opinion Delivery. In connection with the transfer of any ---------------- Restricted Securities (other than a transfer described in subsection 5.7(a)(iparagraph 4A(i) or (ii) above and other than a transfer by a Purchaser to an Affiliate of such Purchaserabove), 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 opinion of Xxxxxxxx & Xxxxx or other counsel which (to the Company and its counsel, 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. In addition, if the holder of the Restricted Securities delivers to the Company an opinion, in form and substance reasonably satisfactory to the Company and its counsel, opinion of Xxxxxxxx & Xxxxx or such other 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 5.8. 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 paragraph and Section 5.8.paragraph 7C.

Opinion Delivery. In connection with the transfer of any Securities (other than a transfer described in subsection 5.7(a)(i) or (ii) above and other than a transfer by a the Purchaser to an Affiliate of such 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, in form and substance reasonably satisfactory to the Company and its counsel, to the effect that such transfer of Securities may be effected without registration of such Securities under the Securities Act. In addition, if the holder of the Securities delivers to the Company an opinion, in form and substance reasonably satisfactory to the Company and its counsel, no subsequent transfer of such Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Securities which do not bear the Securities Act legend set forth in Section 5.8. If the Company is not required to deliver new certificates for such Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section and Section 5.8.

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in subsection 5.7(a)(iSection 4.1(i) or (ii) above and other than a transfer by a Purchaser to an Affiliate of such Purchaserabove), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinionopinion of counsel knowledgeable in securities law matters, in form and substance which opinion shall be reasonably satisfactory to counsel for the Company and its counselCompany, 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, in form and substance reasonably satisfactory to the Company and its counsel, opinion of such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, 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 5.87.3. 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 4.2 and Section 5.87.3.