Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that are not registered under an effective registration statement under the Act (“Restricted Securities”), the Holder will give written notice to the Company of the Holder's intention to affect a transfer and to comply in all other respects with this Section 10.2. Each notice (a) shall describe the manner and circumstances of the proposed transfer, and (b) shall designate counsel for the Holder giving the notice (who may be in-house counsel for the Holder). The Holder giving notice will submit a copy thereof to the counsel designated in the notice. The following provisions shall then apply:
(i) If in the opinion of counsel for the Holder reasonably satisfactory to the Company the proposed transfer (i.e. private sale of Restricted Securities) may be effected without registration of Restricted Securities under the Act (which opinion shall state the basis of the legal conclusions reached therein), the Holder shall thereupon be entitled to transfer the Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. Each certificate representing the Restricted Securities issued upon or in connection with any transfer shall bear the restrictive legends required by Section 10.1 hereof.
(ii) If the opinion called for in (i) above is not delivered, the Holder shall not be entitled to transfer the Restricted Securities until either (x) receipt by the Company of a further notice from such Holder pursuant to the foregoing provisions of this Section 10.2 and fulfillment of the provisions of clause (i) above, or (y) such Restricted Securities have been effectively registered under the Act.
Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any Restricted Securities which are not registered under an effective registration statement under the Securities Act, the holder thereof will give written notice to the Company of the holder's intention to effect a transfer and to comply in all other respects with this Section 10.
Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities which are not registered under an effective registration statement under the Securities Act (“Restricted Securities”), the Holder will give written notice to the Company of the Holder’s intention to affect a transfer and to comply in all other respects with this Section 8.2. Each notice shall describe the manner and basic circumstances of the proposed transfer, and, if such transfer is not being made pursuant to Rule 144 or Rule 144A of the Securities Act (or a successor rule thereto) (collectively, “Rule 144”), shall designate counsel for the Holder. The following provisions shall then apply:
(a) This Warrant and any Warrant shares issuable upon exercise hereof (collectively, the “Securities”) may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Holder shall have delivered to the Company (if requested by the Company) an opinion of counsel to the Company, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Holder provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
(b) Certificates evidencing Securities shall not be required to contain any legend (i) while a registration statement (including a Registration Statement) covering the resale of such Securities is effective under the Securities Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Securities are eligible to be sold, a...
Notice of Proposed Transfer; Opinion of Counsel. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant.
Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any Restricted Securities, the holder thereof will give written notice to the Company of such holder's intention to effect such transfer and to comply in all other respects with this Section 7.
Notice of Proposed Transfer; Opinion of Counsel. Prior to any Transfer of any shares of Common Stock that are not registered under an effective registration statement under the Securities Act (other than a Transfer pursuant to Rule 144 or any comparable rule under such Act), NFC shall give written notice (a "Transfer Notice") to the Company of its intention to effect such Transfer and shall comply in all other respects with this Section 2.2. Each Transfer Notice shall describe the manner and circumstances of the proposed Transfer in reasonable detail and be accompanied by an opinion of counsel (which requirement may be waived by the Company), who shall be independent of NFC (but who may be NFC's regular outside counsel), experienced in Securities Act matters and reasonably satisfactory to the Company, to the effect that the proposed Transfer may be effected without registration. Subject to Section 2.3, NFC shall thereupon be entitled to Transfer the securities in question in accordance with the terms of the Transfer Notice. Each share certificate, if any, issued upon or in connection with such Transfer shall bear the restrictive legend set forth in Section 2.1, unless, in the opinion of such counsel and of counsel to the Company, such legend is no longer required to ensure compliance with the Securities Act.
Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer ------------------------------------------------ of shares of Restricted Warrant Stock that are not registered under an effective registration statement under the Securities Act (other than a transfer pursuant to Rule 144 or any comparable rule under the Securities Act) the holder thereof shall give written notice (a "Transfer Notice") to the Company of such holder's ---------------- intention to effect such transfer and shall comply in all other respects with this Section 9(d). Each Transfer Notice shall describe the manner and circumstances of the proposed transfer in reasonable detail and be accompanied by an opinion of counsel experienced in securities law matters, who shall be independent of the holder proposing such transfer but who may be the holder's regular outside counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that the proposed transfer may be effected without registration. The holder shall thereupon be entitled to transfer the securities in question in accordance with the terms of the Transfer Notice. Each share certificate, if any, issued upon or in connection with such transfer shall bear the restrictive legend set forth in Section 9(c) unless, in the opinion of such counsel and of counsel to the Company, such legend is no longer required to ensure compliance with the Securities Act.
Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities which are not registered under an effective registration statement under the Securities Act (“Restricted Securities”), the Holder will give written notice to the Company of the Holder's intention to affect a transfer and to comply in all other respects with this Section 8.2. Each notice: shall describe the manner and circumstances of the proposed transfer If in the opinion of counsel the proposed transfer may be effected without registration of Restricted Securities under the Securities Act (which opinion shall state the basis of the legal conclusions reached therein), the Holder shall thereupon be entitled to transfer the Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. The opinion of counsel referenced in this Section 8.2 shall be provided by counsel to the Company within three (3) business days of the foregoing notice, at the Company’s expense, or, may, at the Holder’s option, be provided by counsel to the Holder and the Company shall reimburse Holder for such expense, subject to such legal opinion being reasonably satisfactory to the Company. Each certificate representing the Restricted Securities issued upon or in connection with any transfer shall bear the restrictive legends required by Section 8.1 hereof.
Notice of Proposed Transfer; Opinion of Counsel. Miscellaneous 10 7.1 Filing of Registration Statement 10 7.2 Directorships 11 7.3 Survival of Representations and Warranties; Severability 11 7.4 Termination of Agreement 11 7.5 Amendment; Waiver 11 7.6 Notices, etc. 11 7.7 Successors and Assigns 12 7.8 Descriptive Headings 12 7.9 Governing Law 12 7.10 Counterparts 12 7.11 Integration; Severability 12 SCHEDULE A -- Information as to Subscriber EXHIBIT A -- Form of Opinion of Holme Robexxx & Xwen XXX, Counsel for the Company EXHIBIT B -- Form of Registration Rights Agreement EXHIBIT C -- Form of Letter of Placement Agent CONFIDENTIAL INVESTOR QUESTIONNAIRE SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of December 23, 1996, between PMC International, Inc., a Colorado corporation (the "Company"), and the Subscriber whose name appears on the signature page hereto (the "Subscriber").
Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any Shares which is not registered under an effective registration statement under the Securities Act, the holder thereof will give written notice to the Company of such holder's intention to effect such transfer and shall deliver an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that the proposed transfer may be effected without registration of such Shares under the Securities Act. Each certificate issued upon or in connection with the transfer of the Shares shall bear the appropriate restrictive legend set forth in Section 6.1, unless in the opinion of such counsel such legend is no longer required to insure compliance with the Securities Act. The Company will pay the reasonable fees and disbursements of counsel (other than house counsel) for any holder of Shares in connection with any and all opinions rendered by such counsel pursuant to this Section 6.2 when no registration statement is in effect.
