Common use of Notice of Intention to Exercise or Transfer Clause in Contracts

Notice of Intention to Exercise or Transfer. Opinion of Counsel. The Warrantholder agrees that prior to any exercise or transfer of this Warrant, the Warrantholder will give written notice to the Company of its intention to effect such exercise or such transfer. The following provisions shall then apply: 1. If there shall have been delivered to the Company an opinion of counsel selected by the Warrantholder as shall be approved by the Company (which approval shall not be unreasonably withheld), to the effect (and in form and substance acceptable to the Company) that the proposed exercise or transfer of this Warrant or the proposed transfer of the Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company may be effected without registration under the Securities Act and applicable state securities laws, then the Warrantholder of this Warrant shall be entitled to exercise or transfer this Warrant or transfer such Warrant Shares, as the case may be, in accordance with the intended method of disposition specified in the notice delivered by such holder to the Company without registration in reliance on an exemption from the registration provisions of federal and state securities laws. 2. If an opinion of such Warrantholder's counsel to the effect described in Clause (1) of this subsection B shall not have been delivered to the Company, the Warrantholder shall not be entitled to transfer this Warrant, and shall not be entitled to exercise this Warrant or to transfer such Warrant Shares, as the case may be, until registration under the Securities Act of such Warrant Shares, as the case may be, is effective.