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 ATS or STS (as appropriate) describing in reasonable detail the transfer of proposed transfer, together with an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or other counsel which (to the reasonable 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 ATS or STS (as appropriate) an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, 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 5E. If 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 ATS or STS (as appropriate) in writing its agreement to be bound by the conditions contained in this Section 5.

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 ATS or STS (as appropriate) the Company describing in reasonable detail the transfer of or proposed transfer, together with an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or other counsel which (to the Company’s reasonable satisfaction of ATS or STS, as appropriatesatisfaction) is knowledgeable in securities law 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, 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 ATS or STS (as appropriate) the Company an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, ATS or STS (as appropriate) 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 5E. 7.3(a). If ATS or STS (as appropriate) 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 ATS or STS (as appropriate) the Company in writing its agreement to be bound by the conditions contained in this Section 57.

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 ATS or STS (as appropriate) the Company describing in reasonable detail the transfer of or proposed transfer, together with an opinion in form and substance reasonably satisfactory to the Company's counsel of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or other counsel which (to the Company's reasonable satisfaction of ATS or STS, as appropriatesatisfaction) 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 ATS or STS (as appropriate) the Company an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or such other counsel in form and substance reasonably satisfactory to the Company's counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, ATS or STS (as appropriate) 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 5E. paragraph 7C. If ATS or STS (as appropriate) 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 ATS or STS (as appropriate) the Company in writing its agreement to be bound by the conditions contained in this Section 5paragraph and 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(iparagraph 13(a)(i) or (ii) above), the holder thereof shall deliver written notice to ATS or STS (as appropriate) the Company describing in reasonable detail the transfer of or proposed transfer, and, if reasonably requested by the Company, together with an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP or other counsel which (to the Company’s reasonable satisfaction of ATS or STS, as appropriatesatisfaction) 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 ATS or STS (as appropriate) the Company an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, ATS or STS (as appropriate) 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 5E. paragraph 6 above. If ATS or STS (as appropriate) 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 ATS or STS (as appropriate) the Company in writing its agreement to be bound by the conditions contained in this Section 5paragraph. 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 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 ATS or STS (as appropriate) the Company describing in reasonable detail the transfer of or proposed transfer, together with an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or other legal counsel which (to the Company’s reasonable satisfaction of ATS or STS, as appropriatesatisfaction) 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 ATS or STS (as appropriate) the Company an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or such other legal counsel (reasonably satisfactory to the Company) that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, ATS or STS (as appropriate) 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 5E. 7.3 of the Stock Purchase Agreement. If ATS or STS (as appropriate) 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 ATS or STS (as appropriate) the Company in writing its agreement to be bound by the conditions contained Section 6 of this Agreement and in this Section 57.3 of the Stock Purchase Agreement.