Notice of Certain Transfers. If any Holder of any Restricted Security desires to transfer such Restricted Security other than pursuant to an effective registration statement, Rule 144 under the Securities Act an applicable exemption from the Securities Act or in accordance with Section 5.01(a) hereof, such Holder shall deliver to the Company at least 7 Business Days' prior written notice with respect to the proposed transfer, together with an opinion (at such Holder's expense) of Milbank, Tweed, Hadley & McCloy LLP, or such other counsel reasonably satisfactory to xxx Xompxxx, xo the effect that an exemption from registration under the Securities Act is available and specifying the applicable exemption.
Notice of Certain Transfers. If any Holder of any Restricted Security desires to transfer such Restricted Security other than pursuant to an effective registration statement, Rule 144 under the Securities Act or in accordance with Section 5.01(a) hereof, such Holder shall deliver to the Company at least 7 Business Days' prior written notice with respect to the proposed transfer, together with an opinion (at such Holder's expense) of Milbank, Tweed, Xxxxxx & XxXxxx LLP, or such other counsel reasonably satisfactory to the Company, to the effect that an exemption from registration under the Securities Act is available and specifying the applicable exemption.
Notice of Certain Transfers. In the case of any Transfer, notice of which is required to be given under Section 6.5.1 or Section 6.5.2 hereof, such notice (a “Transfer Notice”) shall be given to the Liquidation Trustee by registered or certified mail in accordance with this Section 6.5.4 and Section 12.2 hereof, and shall be Filed with the Bankruptcy Court. A Transfer Notice shall (a) state the names, addresses and, if the Liquidation Trustee determines that such information is necessary to fulfill his or her tax reporting and withholding obligations, the federal taxpayer identification numbers or social security numbers of the Transferor and Transferee, (b) clearly identify the class and the amount of the Liquidation Trust Interest to be Transferred, and (c) be executed by both the Transferor (or the Transferor’s personal representative) and the Transferee, with such signatures acknowledged before a notary public and as required by Bankruptcy Rule 3001(e). The Liquidation Trustee may conclusively rely upon such signatures and acknowledgments as evidence of such Transfer without the requirement of any further investigation. Notwithstanding anything to the contrary in this Section 6.5, no Transfer notice of which is required to be given under Section 6.5.1 or Section 6.5.2 hereof shall be effective until a Transfer Notice is given in accordance with this Section 6.5.4, and the Liquidation Trustee may continue to pay all amounts to or for the benefit of the assigning or transferring Liquidation Trust Beneficiary until receipt of such Transfer Notice. The Liquidation Trustee may rely upon such proof without the requirement of any further investigation.
Notice of Certain Transfers. If any holder of any Common Shares desires to transfer such Common Shares other than pursuant to an effective registration statement, Rule 144 under the Securities Act or in accordance with this Agreement, such holder shall deliver to the Company at least seven business days prior written notice with respect to the proposed transfer, together with an opinion (at such holder's expense) of counsel reasonably satisfactory to the Company, to the effect that an exemption from registration under the Securities Act is available and specifying the applicable exemption.
Notice of Certain Transfers. If any Holder of any Restricted Security desires to transfer such Restricted Security other than pursuant to an effective registration statement, Rule 144 under the Securities Act, an applicable exemption from the Securities Act or in accordance with Section 5.01(a) hereof, such Holder shall deliver to the Issuer at least 7 Business Days' prior written notice with respect to the proposed transfer, together with an opinion (at such Holder's Warrant Agreement
Notice of Certain Transfers. In the case of any Transfer, notice of which is required to be given under Section 6.5.1 or Section 6.5.2 hereof, such notice (a “Transfer Notice”) shall be given to the Liquidation Trustee by registered or certified mail in accordance with this Section 6.5.4 and Section 11.2 hereof, and shall be Filed with the Bankruptcy Court. A Transfer Notice shall (a) state the names, addresses and, if the Liquidation Trustee determines that such information is necessary to fulfill his or her tax reporting and withholding obligations, the federal taxpayer identification numbers or social security numbers of the Transferor and Transferee,
Notice of Certain Transfers. If any Holder of any Restricted Security desires to transfer such Restricted Security other than pursuant to (x) an effective registration statement, (y) Rule 144 under the Securities Act or (z) in accordance with Section 5.01(a)(i), (ii) or (iii) hereof, such Holder shall deliver to the Issuer at least 7 Business Days' prior written notice with respect to the proposed transfer, together with an opinion (at such Holder's expense) of Freshfields, or such other counsel reasonably satisfactory to the Issuer, to the effect that an exemption from registration under the Securities Act is available and specifying the applicable exemption.
Notice of Certain Transfers. If no prior notification has been given by Tenant to Landlord as to a specific assignment, transfer, pledge, hypothecation, encumbrance or sublease (in each case regarding Tenant’s Lease interest), or Landlord does not otherwise have knowledge of the same, Tenant shall notify Landlord of any such assignment or transfer of its Lease interest, and may (but will not be required to) notify Landlord as to any such pledge, hypothecation, encumbrance or sublease of its Lease interest. Tenant has notified Landlord that it will be encumbering and assigning its Lease interest for security purposes to Wachovia Bank, National Association, as Agent.
Notice of Certain Transfers. 16 Section 4.04
Notice of Certain Transfers. Without in any manner restricting or modifying any prohibition on the sale of BDEC ownership interests by any of the owners of BDEC, each of the Sellers agrees that it must notify Prime and Newco II in writing within three (3) days of learning of any transfer of BDEC ownership interests. ---------------------------
