Common use of Opinion Delivery Clause in Contracts

Opinion Delivery. In connection with the transfer of any Securities, ---------------- the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, and, except for in a transfer described in subsection 7.8(a)(i) or (ii) above and other than a transfer to a 100% Affiliate of GECFS, an opinion of counsel payable solely by the holder of the Securities, 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 of counsel payable solely by the holder of the Securities, in form and substance reasonably satisfactory to the Company and its counsel, that 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 7.9. 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 7.9 -----------

Opinion Delivery. In connection with the transfer of any SecuritiesRestricted ---------------- Securities (other than a transfer described in Section 5A(i) or (ii) above), ---------------- the holder thereof shall deliver written notice to the Company ATS or STS (as appropriate) describing in reasonable detail the transfer or of proposed transfer, and, except for in a transfer described in subsection 7.8(a)(i) or (ii) above and other than a transfer to a 100% Affiliate of GECFS, together with an opinion of Xxxxxxxx & Xxxxx or other counsel payable solely by the holder of the Securities, in form and substance reasonably satisfactory which (to the Company and its counselreasonable satisfaction of ATS or STS, as appropriate) 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 ATS or STS (as appropriate) an opinion of Xxxxxxxx & Xxxxx or such other counsel payable solely by the holder of the Securities, in form and substance reasonably satisfactory to the Company and its counsel, that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company ATS or STS (as appropriate) 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 7.9. 5E. If the Company ATS or STS (as appropriate) 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 ATS or STS (as appropriate) in writing its agreement to be bound by the conditions contained in this Section and Section 7.9 -----------5.

Opinion Delivery. In connection with the transfer of any SecuritiesRestricted Securities (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, and, except for in a transfer described in subsection 7.8(a)(i) or (ii) above and other than a transfer to a 100% Affiliate of GECFS, together with an opinion of counsel payable solely by the holder of the Securities, in form and substance reasonably satisfactory to the Company and its counsel, Company's counsel of Kirkland & Ellis or other coxxxxx xxich (xx the Company'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 Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of counsel payable solely by the holder of the Securities, in form Kirkland & Ellis or such othxx xxxxxel xx xxrm and substance reasonably satisfactory to the Company and its counsel, 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 7.9. 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 7.9 -----------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 SecuritiesRestricted Securities (other than a transfer described in paragraph 13(a)(i) or (ii) above), ---------------- the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, and, except for in a transfer described in subsection 7.8(a)(i) or (ii) above and other than a transfer to a 100% Affiliate of GECFSif reasonably requested by the Company, together with an opinion of Xxxxxxxx & Xxxxxxxx LLP, Xxxxxxxx & Xxxxx LLP or other counsel payable solely by the holder of the Securities, in form and substance reasonably satisfactory 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 of Xxxxxxxx & Xxxxxxxx LLP, Xxxxxxxx & Xxxxx LLP or such other counsel payable solely by the holder of the Securities, in form and substance reasonably satisfactory to the Company and its 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 7.9paragraph 6 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 and Section 7.9 -----------paragraph. Notwithstanding anything set forth herein to the contrary, the Founding Stockholder or any Investor may transfer its Restricted Securities pro rata to its equityholders without delivering any opinion pursuant to this paragraph 13(b).

Opinion Delivery. In connection with the transfer of any SecuritiesSecurities (other than a transfer described in Section 4A(i) or (ii) above), ---------------- the holder thereof shall deliver written notice to the Company or FMI, as the case may be, describing in reasonable detail the transfer or proposed transfer, and, except for in a transfer described in subsection 7.8(a)(i) or (ii) above and other than a transfer to a 100% Affiliate of GECFS, together with an opinion of Xxxx Xxxxxx & Xxxxxx or other counsel payable solely by the holder of the Securities, in form and substance reasonably satisfactory which (to the Company and its counsel, Company's or FMI's reasonable satisfaction) is knowledgeable in securities law matters 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 or FMI, as the case may be, an opinion of Xxxx Xxxxxx & Xxxxxx or such other counsel payable solely by the holder of the Securities, in form and substance reasonably satisfactory to the Company and its counsel, that no subsequent transfer of such Securities shall require registration under the Securities ActAct and has delivered the original certificate or certificates representing such Securities to the Company or FMI, as the case may be, the Company or FMI, as the case may be, shall promptly upon such contemplated transfer deliver new certificates for such Securities which do not bear the Securities Act legend set forth in Section 7.96. If the Company or FMI, as the case may be, 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 or FMI, as the case may be, in writing its agreement to be bound by the conditions contained in this Section paragraph and Section 7.9 -----------6. After such confirmation and any required opinion has been given, the Company or FMI, as the case may be, shall permit the transfer to occur.

Opinion Delivery. In connection with the transfer of any SecuritiesRestricted Securities (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, and, except for in a transfer described in subsection 7.8(a)(i) or (ii) above and other than a transfer to a 100% Affiliate of GECFS, together with an opinion of counsel payable solely by the holder of the Securities, in form and substance reasonably satisfactory to the Company and its counsel, Company's counsel of Xxxxxxxx & Xxxxx or other counsel 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 Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx or such other counsel payable solely by the holder of the Securities, in form and substance reasonably satisfactory to the Company and its counsel, 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 7.9. 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 7.9 -----------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.