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 accepting this Warrant, agrees that prior to any transfer of this Warrant or any transfer of the related Warrant Shares, such holder will (i) give written notice to the Company of its intention to effect such transfer, and (ii) deliver to the Company (A) an opinion of counsel for the Company or an opinion, in form and substance reasonably satisfactory to counsel for the Company, of counsel skilled in securities matters (selected by such holder and reasonably satisfactory to the Company) as to the absence of the necessity of registration under the Securities Act, or (B) an interpretative letter from the Securities and Exchange Commission to the effect that the proposed transfer may be made without registration under the Securities Act, in either case accompanied by evidence that such transfer will also be in compliance with applicable state securities ("blue sky") laws; provided, however, that the foregoing shall not apply with respect to any Warrant or Warrant Shares as to which there is a registration statement in effect under the Securities Act at the time of the proposed transfer. By accepting this Warrant, the Warrantholder agrees to indemnify the Company and hold it harmless from and against all damages, losses, liabilities (including liability for rescission), costs and expenses which the Company may incur under the Securities Act or otherwise by reason of any misrepresentation by the Warrantholder of facts concerning it or any proposed transfer of the Warrants and/or Warrant Shares with respect to the availability of any exemption from registration under the Securities Act.

NOTICE OF INTENTION TO TRANSFER; OPINION OF COUNSEL. The holder of this Warrant, by accepting this Warrant, agrees that prior to any transfer of this Warrant or any transfer of the related Warrant Shares, such holder will (i) give written notice to the Company of its intention to effect such transfer, and (ii) deliver to the Company (A) an opinion of counsel for the Company or an opinion, in form and substance reasonably satisfactory to counsel for the Company, of counsel skilled in securities matters (selected by such holder and reasonably satisfactory to the Company) as to the absence of the necessity of registration under the Securities Act, or (B) an interpretative letter from the Securities and Exchange Commission to the effect that the proposed transfer may be made without registration under the Securities Act, in either case accompanied by evidence that such transfer will also be in compliance with applicable state securities ("blue sky") laws; provided, however, that the foregoing shall not apply with respect to any Warrant or Warrant Shares as to which there is a registration statement in effect under the Securities Act at the time of the proposed transfer. By accepting this Warrant, the Warrantholder agrees to indemnify the Company and hold it harmless from and against all damages, losses, liabilities (including liability for rescission), costs and expenses which the Company may incur under the Securities Act or otherwise otherwise, by reason of any misrepresentation by the Warrantholder of facts concerning it or any proposed transfer of the Warrants and/or Warrant Shares with respect to the availability of any exemption from registration under the Securities Act.

NOTICE OF INTENTION TO TRANSFER; OPINION OF COUNSEL. The holder of this WarrantWarrantholder, by accepting this Warrantits acceptance hereof, agrees that prior to any transfer of this Warrant or any transfer of the related Warrant SharesShares (other than as permitted by Section 3.1 hereof or pursuant to a registration under the Act), such holder the Warrantholder will (i) give written notice to the Company of its intention to effect such transfer, and (ii) deliver to the Company (A) together with an opinion of Orrick, Xxxxxngxxx & Xxxxlifxx XXX, xr such other counsel for the Company or an opinion, in form and substance Warrantholder as shall be reasonably satisfactory acceptable to counsel for the Company, of counsel skilled in securities matters (selected by such holder and reasonably satisfactory to the Company) as to the absence of the necessity of registration under the Securities Act, or (B) an interpretative letter from the Securities and Exchange Commission to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be made effected without registration under the Securities Act, PROVIDED, HOWEVER, that the Company will reimburse the Warrantholder in either case accompanied full for the reasonable fees and disbursements of such counsel incurred by evidence or on behalf of the Warrantholder in connection with obtaining of such opinion. Upon delivery of such notice and opinion to the Company, the Warrantholder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company; PROVIDED, HOWEVER, that if such transfer will also be method of disposition would, in compliance the opinion of the aforementioned counsel to the Warrantholder, require that the Company (a) take any action, and/or execute and file with the Commission and/or any applicable state securities authority, and/or ("blue sky"b) laws; provideddeliver 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 action or documentation required solely a by federal or state banking regulatory body) in order to establish that the Warrantholder is entitled to take advantage of such method of disposition, howeverthe Company agrees promptly, at its expense, to take any such action and/or execute and file and/or deliver any such form or document, PROVIDED, FURTHER, that the foregoing Company shall not apply with respect be required to provide a general consent to service of process or qualify as a foreign corporation in any Warrant or Warrant Shares as to which there is a registration statement in effect under the Securities Act at the time of the proposed transfer. By accepting this Warrant, the Warrantholder agrees to indemnify the Company and hold it harmless from and against all damages, losses, liabilities (including liability for rescission), costs and expenses which the Company may incur under the Securities Act or otherwise jurisdiction solely by reason of any misrepresentation by the Warrantholder of facts concerning it or any proposed transfer of the Warrants and/or Warrant Shares with respect to the availability of any exemption from registration under the Securities Actthis Section 3.2.