Common use of Notice of Proposed Transfer; Opinion of Counsel Clause in Contracts

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:

Appears in 19 contracts

Samples: Common Stock Purchase Warrant (Conversion Services International Inc), Common Stock Purchase Warrant (Conversion Services International Inc), Common Stock Purchase Warrant (Conversion Services International Inc)

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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 ’s intention to affect a transfer and to comply in all other respects with this Section 10.211.2. 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:

Appears in 6 contracts

Samples: Common Stock Purchase Warrant (Mateon Therapeutics Inc), Common Stock Purchase Warrant (Mateon Therapeutics Inc), Common Stock Purchase Warrant (Mateon Therapeutics Inc)

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that Restricted Securities which are not registered under an effective registration statement under the Act (“Restricted Securities”)Securities Act, the Holder holder thereof will give written notice to the Company of the Holderholder's intention to affect effect 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 holder giving the notice (who may be in-house counsel for the Holderholder). The Holder holder giving notice will submit a copy thereof to the counsel designated in the notice. The following provisions shall then apply:

Appears in 5 contracts

Samples: Warrant And (Ariba Inc), Warrant And (Ariba Inc), Warrant And (Ariba Inc)

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that Restricted Securities which are not registered under an effective registration statement under the Act (“Restricted Securities”)Securities Act, the Holder holder thereof will give written notice to the Company of the Holdersuch holder's intention to affect a effect such transfer and to comply in all other respects with this Section 10.29.2. Each such notice (a) shall describe the manner and circumstances of the proposed transfer, and (b) shall designate counsel for the Holder holder giving the notice (who may be in-house counsel for the Holder)such notice. The Holder holder giving such notice will submit a copy thereof to the counsel designated in the such notice. The following provisions shall then apply:

Appears in 4 contracts

Samples: Stock Purchase Agreement (Picower Jeffry M), Stock Purchase Agreement (Physician Computer Network Inc /Nj), Physician Computer Network Inc /Nj

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 ’s intention to affect effect a transfer and to comply in all other respects with this Section 10.211.2. 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:

Appears in 4 contracts

Samples: Common Stock Purchase Warrant (Mateon Therapeutics Inc), Common Stock Warrant (Mateon Therapeutics Inc), Common Stock Purchase (Mateon Therapeutics Inc)

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that 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 10.28.2. Each notice notice: (ai) shall describe the manner and basic circumstances of the proposed transfer, and (bii) 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:

Appears in 4 contracts

Samples: Common Stock Purchase (Broadcast International Inc), Common Stock Purchase (AtheroNova Inc.), Common Stock Purchase (Saleen Automotive, INC.)

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 effect 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:

Appears in 3 contracts

Samples: Common Stock Purchase Warrant (DPW Holdings, Inc.), Common Stock Purchase Warrant (DPW Holdings, Inc.), Common Stock Purchase Warrant (DPW Holdings, Inc.)

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 10.212.2. 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:

Appears in 3 contracts

Samples: Common Stock Purchase Warrant (Digital Power Corp), Common Stock Purchase Warrant (Digital Power Corp), Common Stock Purchase Warrant (Digital Power Corp)

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that which 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 10.27.2. Each notice (ai) shall describe the manner and circumstances of the proposed transfer, and (bii) shall designate counsel for the Holder giving the notice (who may be in-house counsel for the Holder)notice. The Holder giving notice will submit a copy thereof to the counsel designated in the notice. The following provisions shall then apply:

Appears in 3 contracts

Samples: Securities Purchase Agreement (Enhance Skin Products Inc), Friendlyway CORP, Enhance Skin Products Inc

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that 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 ’s intention to affect a transfer and to comply in all other respects with this Section 10.28.2. Each notice (a) shall describe the manner and basic circumstances of the proposed transfer, and and, if such transfer is not being made pursuant to Rule 144 or Rule 144A of the Securities Act (bor a successor rule thereto) (collectively, “Rule 144”), 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:

Appears in 3 contracts

Samples: Common Stock Purchase Warrant (Co-Diagnostics, Inc.), Common Stock Purchase Warrant (Co-Diagnostics, Inc.), Co-Diagnostics, Inc.

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that 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 10.28.2. Each notice (a) shall describe the manner and basic circumstances of the proposed transfer, and and, if such transfer is not being made pursuant to Rule 144 or Rule 144A of the Securities Act (bor a successor rule thereto) (collectively, “Rule 144”), 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:

Appears in 2 contracts

Samples: Broadcast International Inc, Broadcast International Inc

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that which 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 ’s intention to affect a transfer and to comply in all other respects with this Section 10.26.2. Each notice (ai) shall describe the manner and circumstances of the proposed transfer, and (bii) shall designate counsel for the Holder giving the notice (who may be in-house counsel for the Holder)notice. The Holder giving notice will submit a copy thereof to the counsel designated in the notice. The following provisions shall then apply:

Appears in 2 contracts

Samples: ADiTx Therapeutics, Inc., ADiTx Therapeutics, Inc.

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that 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 10.28.2, at the cost of the Holder. Each notice notice: (ai) shall describe the manner and circumstances of the proposed transfer, and (bii) shall designate counsel for the Holder giving the notice (who may be in-house counsel for the Holder)notice. The Holder giving notice will submit a copy thereof to the counsel designated in the notice. The following provisions shall then apply:

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Big Clix, Corp.), Common Stock Purchase Warrant (Big Clix, Corp.)

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that which are not registered under an effective registration statement under the Act (“Restricted Securities”"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 10.27.2. Each notice (ai) shall describe the manner and circumstances of the proposed transfer, and (bii) 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:

Appears in 2 contracts

Samples: Warrant And (Gold Bond Resources Inc), Warrant And (Gold Bond Resources Inc)

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:

Appears in 2 contracts

Samples: Warrant And (Conversion Services International Inc), Warrant And (Conversion Services International Inc)

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that Stockholder Shares which are not registered under an effective registration statement under the Act (“Restricted Securities”)Securities Act, the Holder holder thereof will give written notice to the Company of the Holder's such holder’s intention to affect a effect such transfer and to comply in all other respects with this Section 10.29.2. Each such notice (a) shall describe the manner and circumstances of the proposed transfer, and (b) shall designate counsel for the Holder holder giving such notice, which counsel shall be reasonably acceptable to the notice (who may be in-house counsel for the Holder)Company. The Holder holder giving such notice will submit a copy thereof to the counsel designated in the such notice. The following provisions shall then apply:

Appears in 2 contracts

Samples: Symmetry Medical Inc., Symmetry Medical Inc.

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that which are not registered under an effective registration statement under the Act (“Restricted Securities”"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 10.27.2. Each notice (ai) shall describe the manner and circumstances of the proposed transfer, and (bii) shall designate counsel for the Holder giving the notice (who may be in-house counsel for the Holder)notice. The Holder giving notice will submit a copy thereof to the counsel designated in the notice. The following provisions shall then apply:

Appears in 1 contract

Samples: Xstream Beverage Network, Inc.

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Notice of Proposed Transfer; Opinion of Counsel. Prior to Before 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:

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Digital Power Corp)

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that which 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:

Appears in 1 contract

Samples: Whitewing Environmental Corp

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 ’s intention to affect a transfer and to comply in all other respects with this Section 10.2Section11.2. 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:

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Oncotelic Therapeutics, Inc.)

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that securities, which 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 10.26.2. Each notice (ai) shall describe the manner and circumstances of the proposed transfer, and (bii) shall designate counsel for the Holder giving the notice (who may be in-house counsel for the Holder)notice. The Holder giving notice will submit a copy thereof to the counsel designated in the notice. The following provisions shall then apply:

Appears in 1 contract

Samples: Adamas One Corp.

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that Restricted Securities which are not registered under an effective registration statement under the Act (“Restricted Securities”)Securities Act, the Holder holder thereof will give written notice to the Company of the Holdersuch holder's intention to affect a effect such transfer and to comply in all other respects with this Section 10.29.2. Each such notice (a) shall describe the manner and circumstances of the proposed transfer, and (b) shall designate counsel for the Holder holder giving the such notice (who may be in-house counsel for the Holdersuch holder). The Holder holder giving such notice will submit a copy thereof to the counsel designated in the such notice. The following provisions shall then apply:

Appears in 1 contract

Samples: Warrant And (E Z Serve Corporation)

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that which 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 ’s intention to affect a transfer and to comply in all other respects with this Section 10.28.2. Each notice notice: (ai) shall describe the manner and circumstances of the proposed transfer, and (bii) shall designate counsel for the Holder giving the notice (who may be in-house counsel for the Holder)notice. The Holder giving notice will submit a copy thereof to the counsel designated in the notice. The following provisions shall then apply:

Appears in 1 contract

Samples: Common Stock Purchase (Debt Resolve Inc)

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that which 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 10.27.2. Each notice (ai) shall describe the manner and circumstances of the proposed transfer, and (bii) 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:

Appears in 1 contract

Samples: Datatec Systems Inc

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that 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 10.28.2. Each notice notice: (ai) shall describe the manner and circumstances of the proposed transfer, and (bii) shall designate counsel for the Holder giving the notice (who may be in-house counsel for the Holder)notice. The Holder giving notice will submit a copy thereof to the counsel designated in the notice. The following provisions shall then apply:

Appears in 1 contract

Samples: Common Stock Purchase (Crossroads Systems Inc)

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 10.212.2. 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:

Appears in 1 contract

Samples: Noble Romans Inc

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that securities, which 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 ’s intention to affect a transfer and to comply in all other respects with this Section 10.26.2. Each notice (ai) shall describe the manner and circumstances of the proposed transfer, and (bii) shall designate counsel for the Holder giving the notice (who may be in-house counsel for the Holder)notice. The Holder giving notice will submit a copy thereof to the counsel designated in the notice. The following provisions shall then apply:

Appears in 1 contract

Samples: Adamas One Corp.

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that Restricted Securities which are not registered under an effective registration statement under the Act (“Restricted Securities”)Securities Act, the Holder holder thereof will give written notice to the Company of the Holdersuch holder's intention to affect a effect such transfer and to comply in all other respects with this Section 10.213.2. Each such notice (a) shall describe the manner and circumstances of the proposed transfer, and (b) shall designate counsel for the Holder holder giving such notice, which counsel shall be reasonably acceptable to the notice (who may be in-house counsel for the Holder)Company. The Holder holder giving such notice will submit a copy thereof to the counsel designated in the such notice. The Subject to the foregoing, the following provisions shall then apply:

Appears in 1 contract

Samples: System Software Associates Inc

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