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 paragraph 4.1 (i) or (ii) above), the Purchaser shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel in form and substance satisfactory to the Company's counsel to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the Purchaser delivers to the Company an opinion of counsel in form and substance satisfactory to the 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 paragraph 7.1.8. 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 paragraph and paragraph 7.

Appears in 1 contract

Samples: Purchase Agreement (TRM Copy Centers Corp)

AutoNDA by SimpleDocs

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in paragraph 4.1 (i4A(i) or (ii) above), the Purchaser holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel in form and substance satisfactory which (to the Company's counsel 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 Purchaser holder of the Restricted Securities delivers to the Company an opinion of counsel in form and substance satisfactory to the Company's such 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 paragraph 7.1.8. 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 paragraph and paragraph 7.7C.

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 paragraph 4.1 (i) or (ii) above)Securities, the Purchaser holder thereof shall deliver written notice to the Company EDI describing in reasonable detail the transfer or proposed transfer, together with an opinion of legal counsel which is knowledgeable in form and substance satisfactory to the Company's counsel 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 Purchaser holder of the Restricted Securities delivers to the Company EDI an opinion of counsel in form and substance satisfactory to the Company's legal counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, and EDI's legal counsel has reviewed such opinion and reasonably concurs with the Company 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 paragraph 7.1.8Section 7(a). If the Company 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 the Company EDI in writing its agreement to be bound by the conditions contained in this paragraph and paragraph Section 7.

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 paragraph 4.1 (iSection 4.1(i) or (ii) above), the Purchaser holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel knowledgeable in form and substance securities law matters, which opinion shall be reasonably satisfactory to counsel for the Company's counsel , to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the Purchaser holder of the Restricted Securities delivers to the Company an opinion of counsel in form and substance satisfactory to the Company's 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 paragraph 7.1.8Section 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 paragraph Section 4.2 and paragraph 7Section 7.3.

Appears in 1 contract

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

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in paragraph 4.1 (i5A(i) or (ii) above), the Purchaser holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel in form and substance satisfactory which (to the Company's counsel 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 Purchaser holder of the Restricted Securities delivers to the Company an opinion of counsel in form and substance satisfactory to the 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 paragraph 7.1.8. 8A. 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 paragraph and paragraph 7.8A.

Appears in 1 contract

Samples: Stock Purchase Agreement (Carrols Corp)

AutoNDA by SimpleDocs

Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in paragraph 4.1 (i4A(i) or (ii) above), the Purchaser holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel in form and substance satisfactory which (to the Company's counsel 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 Purchaser holder of the Restricted Securities delivers to the Company an opinion of counsel in form and substance satisfactory to the 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 paragraph 7.1.8. 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 paragraph and paragraph 7.7C.

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 paragraph 4.1 (i) or (iiSection 4.6(a) above), the Purchaser holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of legal counsel in form and substance satisfactory which (to the Company's counsel 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 Purchaser holder of the Restricted Securities delivers to the Company an opinion of counsel in form and substance satisfactory to the Company's such 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 paragraph 7.1.8Section 4.7. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this paragraph and paragraph 7Article 4.

Appears in 1 contract

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

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!