Common use of NOTICE OF INTENTION TO TRANSFER; OPINION OF COUNSEL Clause in Contracts

NOTICE OF INTENTION TO TRANSFER; OPINION OF COUNSEL. The holder of this Warrant, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than pursuant to a registration under the Act), such holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of counsel for such holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Act or applicable state law. Upon delivery of such notice and opinion to the Company, the holder of this Warrant or such Warrant Shares shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice delivered by such holder to the Company; PROVIDED, HOWEVER, that if such method of disposition would, in the opinion of such counsel, require that the Company take any reasonable action and/or execute and file with the Commission and/or any state securities authority with jurisdiction and/or deliver to the Warrantholder or any other person any form or document (other than a registration statement under the Act or under any state securities laws or any information requirements pursuant to Regulation D) in order to establish the entitlement of the holder of this Warrant to take advantage of such method of disposition, the Company agrees, at its expense, to take any such reasonable action and/or execute and file and/or deliver any such form or document.

NOTICE OF INTENTION TO TRANSFER; OPINION OF COUNSEL. The holder Holder of this Warrant, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than pursuant to a registration under the Act), such holder Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of counsel for such holder Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Act or applicable state law. Upon delivery of such notice and opinion to the Company, the holder Holder of this Warrant or such Warrant Shares shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice delivered by such holder Holder to the Company; PROVIDEDprovided, HOWEVERhowever, that if such method of disposition would, in the opinion of such counsel, require that the Company take any reasonable action and/or execute and file with the Commission and/or any state securities authority with jurisdiction and/or deliver to the Warrantholder Warrant Holder or any other person any form or document (other than a registration statement under the Act or under any state securities laws or any information requirements pursuant to Regulation D) in order to establish the entitlement of the holder Holder of this Warrant to take advantage of such method of disposition, the Company agrees, at its expense, to take any such reasonable action and/or execute and file and/or deliver any such form or document.

NOTICE OF INTENTION TO TRANSFER; OPINION OF COUNSEL. The holder of this Warrant, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 3.1 above or pursuant to a registration under the Act), such holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of counsel for such holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Act or applicable state law. Upon delivery of such notice and opinion to the Company, the holder of this Warrant or such Warrant Shares shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice delivered by such holder to the Company; PROVIDED, HOWEVER, that if such method of disposition would, in the opinion of such counsel, require that the Company take any reasonable action and/or execute and file with the Commission and/or any state securities authority with jurisdiction and/or deliver to the Warrantholder or any other person any form or document (other than a registration statement under the Act or under any state securities laws or any information requirements pursuant to Regulation D) in order to establish the entitlement of the holder of this Warrant ("Warrantholder") to take advantage of such method of disposition, the Company agreesagrees promptly, at its expense, to take any such reasonable action and/or execute and file and/or deliver any such form or document; and, PROVIDED, FURTHER, that the Company will reimburse such holder in full for the reasonable fees and disbursements of such counsel incurred by such holder or on its behalf in connection with such transfer of this Warrant and/or such Warrant Shares and/or the obtaining of an opinion pursuant to this Section 3.2.

NOTICE OF INTENTION TO TRANSFER; OPINION OF COUNSEL. The holder of this Warrant, by its acceptance hereof, agrees that prior to or concurrently with any transfer of this Warrant or of the related Warrant Shares (other than to an affiliate of such holder or pursuant to a registration under the Act), such holder will give written notice to the Company of its intention to effect such transfertransfer and, together with an if requested by the Company, a written opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP or other counsel for such holder as shall be reasonably acceptable to the Companyholder, to the effect that the proposed such transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Act or applicable state law. Upon delivery of such notice and opinion to the Company, the holder of this Warrant or such Warrant Shares shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with Shares. Additionally, such notice may indicate that the intended method of disposition specified in the notice delivered by such holder to the Company; PROVIDED, HOWEVER, that if such method of disposition would, in the opinion of such counsel, require proposed transfer requires that the Company take any reasonable action and/or execute and file with the Commission and/or any state securities authority with jurisdiction and/or deliver to the Warrantholder holder of this Warrant and/or such Warrant Shares or any other person any form or document (other than a registration statement under the Act or under any state securities laws or any information requirements pursuant to Regulation DAct) in order to establish the entitlement of the holder of this Warrant hereof to take advantage of such method of dispositiondisposition without registration under the Act, and if such notice so indicates, the Company agrees, at its expense, agrees promptly to take any such reasonable action and/or execute and file and/or deliver any such form or document. The Company agrees to pay the expense associated with any action taken by the Company pursuant to the preceding sentence except any fees related to any "Blue Sky" filings requested by the holder, and the Company agrees to pay the fees and expenses of such counsel referred to above if such counsel represents the Initial Warrantholder.