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 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, assigned or transferred under Rule 144 (provided that the Holder provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Company provides the Company with an opinion of counsel to the Holder, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC).

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 's intention to affect a transfer and to comply in all other respects with this Section 8.27.2. Each notice (i) 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 and (or a successor rule theretoii) (collectively, “Rule 144”), shall designate counsel for the HolderHolder giving the notice. The Holder giving notice will submit a copy thereof to the counsel designated in the notice. The following provisions shall then apply: (a) This Warrant and any Warrant shares issuable upon exercise hereof If in the opinion of counsel for the Holder reasonably satisfactory to the Company the proposed transfer may be effected without registration of Restricted Securities under the Act (collectivelywhich opinion shall state the basis of the legal conclusions reached therein), the “Securities”) may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Holder shall have delivered thereupon be entitled to transfer 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 Restricted 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 144the 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 7.1 hereof. (b) If the opinion called for in (a) 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 7.2 and fulfillment of the provisions of clause (a) above, or (y) such Restricted Securities have been effectively registered under the Act. (c) Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and further, if Rule 144 is not applicable, shall terminate as to any resale particular share of the Securities under circumstances in which the seller Common Stock when (or the Person through whom the sale is made1) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption such security shall have been effectively registered under the Securities Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the rules and regulations Securities Act, or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission (the “SEC”) promulgated thereunder; and (iii) neither or a ruling shall have been issued to the Company nor any other Person Holder at its request by the SEC stating that no action shall be recommended by such staff or taken by SEC, as the case may be, if such security is under any obligation to register the Securities transferred without registration under the Securities Act or any state securities laws or to comply in accordance with the terms conditions set forth in such letter or ruling and conditions of any exemption thereunder. (b) Certificates evidencing Securities such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder 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 Actterminate, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company)as hereinabove provided, (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that the Holder provides the Company with reasonable assurances that or holder of a share of Common Stock then outstanding as to which such Securities are eligible for sale, assignment or transfer under Rule 144 which restrictions have terminated shall not include an opinion of counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Company provides the Company with an opinion of counsel be entitled to the Holder, reasonably acceptable to receive from the Company, without expense to such holder, one or more new certificates for the effect that Warrant or for such sale, assignment or transfer shares of the Securities may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is Common Stock not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC)bearing any restrictive legend.

Notice of Proposed Transfer; Opinion of Counsel. Prior Subject to compliance with the first paragraph of this Section 5.1 and Section 5.3, prior to any transfer Transfer of any securities which Restricted Securities that are not registered under an effective registration statement under the Securities Act (“Restricted Securities”other than a Transfer to the Company or pursuant to Rule 144 under the Securities Act or any comparable rule under such Act or a Transfer at a Drag-Along Closing, Tag-Along Closing or Call Closing or the consummation of a Holder Sale Transaction), the Holder will holder of such Restricted Securities shall give written notice (a “Transfer Notice”) to the Company of the Holdersuch holder’s intention to affect a transfer effect such Transfer and to shall comply in all other material respects with this Section 8.25.1(c). Each notice Transfer 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 Transfer in reasonable detail 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 accompanied by the Company) an opinion of counsel to (which requirement may be waived by the Company), who shall be independent of the holder proposing such Transfer (but who may be the holder’s regular outside counsel), experienced in a form reasonably acceptable to the CompanySecurities Act matters, to the effect that such Securities to be sold, assigned or transferred the proposed Transfer may be sold, assigned or transferred pursuant to an exemption from such effected without registration, or (C) the Holder provides . If the Company determines such Transfer complies with reasonable assurance that the restrictions set forth in this Section 5.1 and 5.3, such holder of Restricted Securities can shall thereupon be sold, assigned or transferred pursuant entitled to Rule 144; (ii) any sale of Transfer the Securities made securities in reliance on Rule 144 may be made only question 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, assigned or transferred under Rule 144 (provided that the Holder provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144)Transfer Notice, provided that the transferee of any such Restricted Securities pursuant to a Transfer Notice shall remain subject to the restrictions on Transfer set forth in Sections 5.1(a), (b) and (c) and Section 5.3, subject to the termination provisions of Section 5.4(a). The Company provides shall instruct the Company transfer agent for the Warrant and the Warrant Shares (the “Transfer Agent”), if any, to cooperate with an the Holder to effect any Transfers permitted to be made pursuant to the terms of the Warrant, and the Transfer Agent is hereby authorized to do so. Each Warrant or share certificate, if any, issued upon or in connection with such Transfer shall bear the appropriate restrictive legend set forth in Section 5.1(a) or Section 5.1(b), as the case may be, unless, (i) in the opinion of counsel such counsel, such legend is no longer required to the Holder, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of ensure compliance with the Securities Act or and (vii) if such legend is not required under applicable requirements of any transfer restrictions set forth in the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC)Registration Rights Agreement are no longer applicable.

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities Stockholder Shares which are not registered under an effective registration statement under the Securities Act (“Restricted 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 8.29.2. Each such notice (a) 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 and (or a successor rule theretob) (collectively, “Rule 144”), shall designate counsel for the Holderholder giving such notice, which counsel shall be reasonably acceptable to the Company. The holder giving such notice will submit a copy thereof to the counsel designated in such notice. The following provisions shall then apply: (ai) This Warrant and any Warrant shares issuable upon exercise hereof (collectively, If in 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 such counsel to the Company, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred proposed transfer may be sold, assigned or transferred pursuant to an exemption from effected without registration of 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 Stockholder Shares under the Securities made in reliance on Rule 144 may Act, such holder shall thereupon be made only entitled to transfer such Stockholder Shares in accordance with the terms of Rule 144the notice delivered by such holder to the Company. Each certificate representing such Stockholder Shares issued upon or in connection with such transfer shall bear the restrictive legends required by Section 9.1 hereof, and further, if Rule 144 is not applicable, any resale of unless 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 related restrictions on transfer provided for in the Securities ActStockholders Agreement shall have ceased and terminated as to such Stockholder Shares pursuant to Section 9.3 hereof. (ii) If in the opinion of such counsel the proposed transfer may require compliance with some other exemption not legally be effected without registration of such Stockholder Shares under the Securities Act or (such opinion to state the rules and regulations basis 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 legal conclusions reached therein), thereafter such holder shall not be required entitled to contain any legend transfer such Stockholder Shares until either (x) receipt by the Company of a further notice from such holder pursuant to the foregoing provisions of this Section 9.2 and fulfillment of the provisions of clause (i) while a registration statement above or (including a Registration Statementy) covering the resale of such Securities is effective Stockholder Shares have been effectively registered under the Securities Act, (ii) following . The Company will pay the reasonable fees and disbursements of counsel for any sale holder of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate Stockholder Shares and of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that the Holder provides counsel for the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel), (iv) in connection with a saleall opinions rendered by them pursuant to this Section 9.2 and pursuant to Section 9.3 hereof. Notwithstanding any other provision of this Section 9 or of the Stockholders Agreement, assignment or other transfer (other than under Rule 144), provided that the Company provides the Company with an no opinion of counsel shall be necessary for a transfer of Stockholder Shares by the holder thereof to a subsidiary, shareholder, partner or other affiliate or an Approved Fund of such holder, if the transferee agrees in writing to be subject to the Holder, reasonably acceptable terms hereof to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act or (v) same extent as if such legend is not required under applicable requirements of transferee were the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC)original Purchaser hereof.

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 '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, assigned or transferred under Rule 144 (provided that the Holder provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Company provides the Company with an opinion of counsel to the Holder, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC).

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities Restricted Securities which are not registered under an effective registration statement under the Securities Act (“Restricted 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 8.24.2. Each such notice (a) 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 and (or a successor rule theretob) (collectively, “Rule 144”), shall designate counsel for the Holderholder giving such notice. The holder giving such notice will submit a copy thereof to the counsel designated in such notice. The following provisions shall then apply: (ai) This Warrant and any Warrant shares issuable upon exercise hereof (collectively, If in 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 such counsel to the Company, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred proposed transfer may be sold, assigned or transferred pursuant to an exemption from effected without registration of such registration, or (C) the Holder provides the Company with reasonable assurance that such Restricted Securities can be sold, assigned or transferred pursuant to Rule 144; (ii) any sale of under the Securities made in reliance on Rule 144 may Act, such holder shall thereupon be made only entitled to transfer such Restricted Securities in accordance with the terms of Rule 144the notice delivered by such holder to the Company. Each certificate representing such Restricted Securities issued upon or in connection with such transfer shall bear the restrictive legends required by Section 4.1 hereof, unless the related restrictions on transfer shall have ceased and further, if Rule 144 is not applicable, any resale of the terminated as to such Restricted Securities under circumstances in which the seller pursuant to Section 4.3 hereof. (or the Person through whom the sale is madeii) may be deemed to be an underwriter (as that term is defined If in the Securities Act) opinion of such counsel the proposed transfer may require compliance with some other exemption under the Securities Act or the rules and regulations not legally be effected without registration 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 such Restricted Securities under the Securities Act or any (such opinion to state securities laws or to comply with the terms and conditions basis of any exemption thereunder. (b) Certificates evidencing Securities the legal conclusions reached therein), thereafter such holder shall not be required entitled to contain any legend transfer such Restricted Securities until either (x) receipt by the Company of a further notice from such holder pursuant to the foregoing provisions of this Section 4.2 and fulfillment of the provisions of clause (i) while a registration statement above or (including a Registration Statementy) covering the resale of such Restricted Securities is effective have been effectively registered under the Securities Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor . It is not an affiliate of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that the Holder provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided hereby understood that the Company provides has no obligation to register under the Company with an Securities Act the Warrants or the Common Stock issuable hereunder. Notwithstanding any other provision of this Section 4, no opinion of counsel shall be necessary for a transfer of Restricted Securities by the holder thereof to a subsidiary or other affiliate of such holder, if the transferee agrees in writing to be subject to the Holder, reasonably acceptable terms hereof to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act or (v) same extent as if such legend is not required under applicable requirements transferee were the original holder of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC)this Warrant.

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 's intention to affect a transfer and to comply in all other respects with this Section 8.27.2. Each notice (i) 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 and (or a successor rule theretoii) (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: (a) This Warrant and any Warrant shares issuable upon exercise hereof If in the opinion of counsel for the Holder reasonably satisfactory to the Company the proposed transfer may be effected without registration of Restricted Securities under the Act (collectivelywhich opinion shall state the basis of the legal conclusions reached therein), the “Securities”) may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Holder shall have delivered thereupon be entitled to transfer 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 Restricted 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, the notice delivered by the Holder to the Company. Each certificate representing the Restricted Securities issued upon or in connection with any resale of transfer shall bear 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 thereunderrestrictive legends required by Section 7.1 hereof. (b) Certificates evidencing Securities If the opinion called for in (a) above is not delivered, the Holder shall not be required entitled to contain any legend transfer the Restricted Securities until either (ix) while receipt by the Company of a registration statement further notice from such Holder pursuant to the foregoing provisions of this Section 7.2 and fulfillment of the provisions of clause (including a Registration Statementa) covering the resale of above, or (y) such Restricted Securities is effective have been effectively registered under the Securities Act. Notwithstanding any other provision of this Section 7, (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, assigned or transferred under Rule 144 (provided that the Holder provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Company provides the Company with an no opinion of counsel shall be necessary for a transfer of Restricted Securities by the holder thereof to any Person holding more than 50% of the equity of an entity or any majority-owned subsidiary of such entity of a Holder, if the transferee agrees in writing to be subject to the Holder, reasonably acceptable terms hereof to the Company, to same extent as if the effect that transferee were the original purchaser hereof and such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is not required permitted under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC)securities laws.

Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities which that 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 8.210.2. Each notice (a) 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 and (or a successor rule theretob) (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: (ai) 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) If the Holder shall have delivered furnish to the Company (if requested by the Company) an opinion of counsel reasonably satisfactory to the Company, in a form reasonably acceptable to the Company, Company to the effect that such Securities to be sold, assigned or transferred the proposed transfer (i.e. private sale of Restricted Securities) may be sold, assigned effected without registration of Restricted Securities under the Act (which opinion shall state the basis of the legal conclusions reached therein) and such transfer will not cause the termination or transferred pursuant to an non-applicability of any exemption from such registrationthe registration or prospectus delivery requirements of the Act or from the qualification or registration requirements of the securities laws of any other jurisdiction on which the Company relied in issuing the Warrant or the Warrant Shares, or (C) then the Holder provides shall thereupon be entitled to transfer the Company with reasonable assurance that such Restricted 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, the notice delivered by the Holder to the Company. Each certificate representing the Restricted Securities issued upon or in connection with any resale of transfer shall bear 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 thereunderrestrictive legends required by Section 10.1 hereof. (bii) Certificates evidencing Securities If the opinion called for in (i) above is not delivered, the Holder shall not be required entitled to contain any legend 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) while a registration statement above, or (including a Registration Statementy) covering the resale of such Restricted Securities is effective have been effectively registered 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, assigned or transferred under Rule 144 (provided that the Holder provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Company provides the Company with an opinion of counsel to the Holder, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC).