Common use of Certain Permitted Transfers Clause in Contracts

Certain Permitted Transfers. (i) Notwithstanding the general prohibition on Transfers contained herein, the Company acknowledges and agrees that any Transfer in a private transaction which does not include a public distribution is permitted and need not require an opinion of counsel, provided, that prior to such Transfer, the transferee shall deliver to the Company a valid written undertaking to be bound by the terms of this Agreement. (ii) From and after the date on which the Company (i) shall have filed a registration statement pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in respect of the Common Stock or (ii) engaged in a primary or secondary offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act (either of which event, a "Public Offering"), Consultant may sell at any time any of its Securities in a Rule 144 Transaction (as hereinafter defined); provided, that, each such sale shall be made in compliance with Section 4.4 below.

Certain Permitted Transfers. (i) Notwithstanding the general prohibition on Transfers contained herein, the Company acknowledges and agrees that any Transfer in a private transaction which does not include a public distribution is permitted and need not require an opinion of counsel, provided, that prior to such Transfer, the transferee shall deliver to the Company a valid written undertaking to be bound by the terms of this Agreement. (ii) From and after the date on which the Company (i) shall have filed a registration statement pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in respect of the Common Stock or (ii) engaged in a primary or secondary offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act (either of which event, a "Public Offering"), Consultant the Purchaser may sell at any time any of its Securities Shares in a Rule 144 Transaction (as hereinafter defined); provided, that, each such sale shall be made in compliance with Section 4.4 below.