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 5.1(i) or (ii) above), the holder thereof shall deliver to the Company or the Borrowers, as applicable, an opinion of 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 holder of the Restricted Securities delivers to the Company or the Borrowers, as applicable, an opinion of such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company or the Borrowers, as applicable shall deliver certificates for such securities that do not bear clause (a) of the legend set forth in Section 8.3. If the Company or the Borrowers, as applicable, are 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 or the Borrowers, as applicable, in writing its agreement to be bound by the conditions contained in this Section 5.2 and Section 8.3.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Thane International Inc), The Note and Warrant Purchase Agreement (Thane International Inc)

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Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 5.1(iparagraph 4A(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or the Borrowersproposed transfer, as applicable, together with an opinion of 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 or the Borrowers, as applicable, an opinion of such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company or the Borrowers, as applicable shall promptly upon such contemplated transfer deliver new certificates for such securities that Restricted Securities which do not bear clause (a) of the Securities Act legend set forth in Section 8.3. paragraph 7C. If the Company or the Borrowers, as applicable, are 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 or the Borrowers, as applicable, in writing its agreement to be bound by the conditions contained in this Section 5.2 paragraph and Section 8.3.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 5.1(iparagraph 4A(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or the Borrowersproposed transfer, as applicable, together with an opinion of 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 or the Borrowers, as applicable, an opinion of such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company or the Borrowers, as applicable shall promptly upon such contemplated transfer deliver new certificates for such securities that Restricted Securities which do not bear clause (a) of the Securities Act legend set forth in Section 8.3. paragraph 7C. If the Company or the Borrowers, as applicable, are 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 or the Borrowers, as applicable, in writing its agreement to be bound by the conditions contained in this Section 5.2 paragraph and Section 8.3.paragraph 7C.

Appears in 1 contract

Samples: Warrant Agreement (Hanover Capital Mortgage Holdings Inc)

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Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 5.1(i) or (ii) above12(a)(i)), the registered holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or the Borrowersproposed transfer, as applicable, together with an opinion of 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 or the Borrowers, as applicable, such an opinion of such counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company or the Borrowers, as applicable shall deliver certificates for upon such securities that do not bear clause (a) of the legend set forth in Section 8.3. If the Company or the Borrowers, as applicable, are not required to contemplated transfer deliver new certificates for such Restricted Securities which do not bearing bear the Securities Act legend set forth in Section 12(c). So long as such Restricted Securities are required to bear such a legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company or the Borrowers, as applicable, in writing its agreement to be bound by the conditions contained in this Section 5.2 12 and makes the representations set forth in Section 8.312(e).

Appears in 1 contract

Samples: Warrant Agreement (Navigation Technologies Corp)

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