Termination of Registration Obligation. Notwithstanding anything in this Agreement to the contrary, if at any time the Company shall obtain a written opinion of legal counsel reasonably satisfactory to Parent to the effect that the Registrable Shares may be publicly offered for sale in the United States by the Shareholder Group without restriction as to manner of sale and amount of securities sold and without registration under the Securities Act, the Company shall no longer be obligated to file or maintain a registration statement with respect to the Registrable Shares pursuant to this Agreement, unless at a later date Parent delivers to the Company an opinion of counsel to Parent, which opinion is reasonably satisfactory in form and substance to counsel to the Company, that registration is then required as a result of a change in applicable law.
Appears in 3 contracts
Samples: Stockholders Agreement (Diageo PLC), Stockholders Agreement (General Mills Inc), Stockholders Agreement (General Mills Inc)
Termination of Registration Obligation. Notwithstanding anything in this Agreement to the contrary, if at any time the Company shall obtain a written opinion of legal counsel reasonably satisfactory to Parent to the effect that the Registrable Shares may be publicly offered for sale in the United States by the Shareholder Group without restriction as to manner of sale and amount of securities sold and without registration under the Securities Act, the Company shall no longer be obligated to file or maintain a registration statement with respect to the Registrable Shares pursuant to this Agreement, unless at a later date Parent delivers to the Company an opinion of counsel to Parent, which opinion is reasonably satisfactory in form and substance to counsel to the Company, that registration is then required as a result of a change in applicable law.. Section 5.4
Appears in 1 contract
Samples: Agreement and Plan of Merger