Common use of ASSIGNMENT OF PREFERRED STOCK Clause in Contracts

ASSIGNMENT OF PREFERRED STOCK. The Holder may, subject to compliance with the other provisions of this Agreement, without notice, transfer or assign the Preferred Stock and may mortgage, encumber or transfer any of its rights or interest in and to the Preferred Stock and, without limitation, each assignee, transferee and mortgagee (which may include any affiliate of the Holder) shall have the right to transfer or assign its interest; provided, however, that before the Registration Statement contemplated by the Registration Rights Agreement becomes effective, (i) each such assignee, transferee and mortgagee shall be a "sophisticated investor" and each such assignment, transfer, mortgagee or other encumbrance shall comply with Regulation D under the Securities Act as though such transaction has been a part of the original offer and sale of the Debentures by the Company and Regulation D was applicable thereto, or (ii) the holder will furnish the Company with an opinion of counsel to the effect that such assignment, transfer, mortgage or other encumbrance is otherwise exempt from the registration requirements under the Securities Act. Each such assignee, transferee and mortgagee shall have all of the rights and obligations of the Holder under this Agreement. A "sophisticated investor" shall mean a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act