Common use of Notice of Certain Transfers Clause in Contracts

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 an applicable exemption from the Securities Act or in accordance with Section 5.01(aSECTION 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 Xxxxxx & McCloy LLPXxXxxx, or such other counsel reasonably satisfactory to xxx Xompxxxthe Company, xo to the effect that an exemption from registration under the Securities Act is available and specifying the applicable exemption.