Notice of Proposed Transfer; Opinions of Counsel. Prior to any transfer of any Call Warrant or portion thereof, the Warrant Holder will give 5 Business Days (or such lesser period acceptable to the Warrant Agent) prior written notice to the Warrant Agent of such Warrant Holder's intention to effect such transfer.
Notice of Proposed Transfer; Opinions of Counsel. Prior to the transfer of any shares of Common Stock issued upon the exercise of this Warrant and during any period during which such shares of Common Stock are not registered by the Company under an effective registration statement filed pursuant to the Securities Act of 1933, the holder thereof shall give written notice to the Company, which notice shall (a) state such holder's intention to transfer such restricted shares and to comply in all other respects with the transfer requirements of this Warrant; (b) describe the circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below, and (c) designate counsel for the holder giving such notice. The holder giving such notice shall submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply:
(a) If (a) in the opinion of counsel for the holder designated in the notice the proposed transfer may be effected without registration of such shares of Common Stock under the Securities Act of 1933 and any applicable state securities laws, and (b) counsel for the Company shall not have rendered an opinion within 15 days after receipt by the Company of such written notice that such registration is required, such holder shall thereupon be entitled to transfer such shares of Common Stock in accordance with the terms of the notice delivered by such holder to the Company. Each Warrant or certificate, if any, issued upon or in connection with such transfer shall bear the appropriate restrictive legend set forth in Section 3.1, unless in the opinion of each such counsel such legend is no longer required to insure compliance with the Securities Act. If for any reason counsel for the Company (after having been furnished with the information required to be furnished by clause (a) of this Section 3.2) shall fail to deliver an opinion to the Company as aforesaid, then for all purposes of this Warrant the opinion of counsel for the Company shall be deemed to be the same as the opinion of counsel for such holder.
(b) If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of such shares of Common Stock under the Securities Act of 1933 or applicable state securities laws (such opinion or opinions to state the basis of the legal conclusions reached therein), the Company will promptly so notify the holde...
Notice of Proposed Transfer; Opinions of Counsel. Prior to any transfer of any Restricted Securities which 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), 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 8.
Notice of Proposed Transfer; Opinions of Counsel. Prior to any transfer of any Warrant, 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 (which may be counsel to the Company), in form and substance reasonably satisfactory to the Company, to the effect that the proposed transfer may be effected without registration of such Warrant or Common Stock issued upon the exercise of any Warrant under the Securities Act or applicable state securities laws. Each certificate issued upon or in connection with the transfer of any Warrant or Common Stock issued upon the exercise of any Warrant shall bear the appropriate restrictive legend set forth on the face of this Warrant or in Section 9.1, 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) in connection with any and all opinions rendered by such counsel pursuant to this Section 9.2.
Notice of Proposed Transfer; Opinions 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 such holder's intention to effect such transfer and to comply in all other respects with this Section 6.
Notice of Proposed Transfer; Opinions 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 such holder's intention to effect such transfer and to comply in all other respects with this Section 5.2. Each such notice (a) shall describe the manner and circumstances of the proposed transfer and (b) shall include an opinion of legal counsel addressed to the Company, in form and substance reasonably satisfactory to the Company, to the effect that such transfer does not violate the Securities Act of 1933 and applicable state securities laws.
Notice of Proposed Transfer; Opinions of Counsel. Prior to any transfer of any Shares, 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 12.3 and Section 11 hereof. Each such notice shall describe the manner and circumstances of the proposed transfer. If within 5 Business Days after receipt by the Company of such notice, the Company requests an opinion of counsel for such holder that the proposed transfer may be effected without registration of such shares under the Securities Act, then the Company shall not be required to register such transfer, and the holder thereof shall not be entitled to effect such transfer, unless and until the Company receives such an opinion (which counsel and opinion shall each be reasonably satisfactory to the Company). Such holder shall thereupon be entitled to transfer such shares in accordance with the terms of the notice delivered by such holder to the Company. Each certificate representing such shares issued upon or in connection with such transfer shall bear the restrictive legends required by Section 11.2.
Notice of Proposed Transfer; Opinions of Counsel. Prior to any transfer of any shares of Purchaser Common Stock representing Stock Consideration, the holder thereof will give written notice to the Purchaser of such holder's intention to effect such transfer and to comply in all other respects with this Section 13.3 and Section 10 hereof. Each such notice shall describe the manner and circumstances of the proposed transfer. If within 5 Business Days after receipt by the Purchaser of such notice, the Purchaser requests an opinion of counsel for such holder that the proposed transfer may be effected without registration of such Stock Consideration under the Securities Act, then the Purchaser shall not be required to register such transfer, and the Purchaser shall not be entitled to effect such transfer, unless and until the Purchaser receives such an opinion (which counsel and opinion shall each be reasonably satisfactory to the Purchaser). Subject to complying with Section 10.3 hereof, such holder shall thereupon be entitled to transfer such shares in accordance with the terms of the notice delivered by such holder to the Purchaser. Each certificate representing such shares issued upon or in connection with such transfer shall bear the restrictive legends required by Section 10.2.
Notice of Proposed Transfer; Opinions of Counsel. Prior to any transfer of any Registrable Securities which are not registered under an effective registration state- ment under the Securities Act, 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 2.7(b). Each such notice (i) shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below, and (ii) shall designate counsel for the Holder giving such notice (who may be house counsel for such Holder). The Holder giving such notice will submit a copy thereof to the counsel designated in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply:
Notice of Proposed Transfer; Opinions of Counsel. Prior to any transfer of any Investor Securities other than pursuant to an effective registration statement under the Securities Act, the holder thereof will give not less than three Business Days' prior written notice to the Company of such holder's intention to effect such transfer, describing in reasonable detail the manner of the proposed transfer. No holder of Investor Securities shall transfer any Investor Securities other than pursuant to an effective registration statement under the Securities Act until (i) such holder delivers to the Company an opinion, in form and substance reasonably acceptable to the Company, of Ropes & Xxxx or other counsel reasonably acceptable to the Company addressed to the Company to the effect that the proposed transfer may be effected without registration of such Investor Securities under the Securities Act or applicable state securities laws, and (ii) the transferee agrees in writing to be bound by all of the terms of this Agreement and the Investor Securities to be transferred, and thereupon such holder shall be entitled, within 30 days thereafter, to transfer such Investor Securities in accordance with the terms of this Agreement and the notice delivered by such holder to the Company. Each Note, each Warrant and each certificate representing shares of capital stock issued upon or in connection with any such transfer shall bear the restrictive legend referred to in Section 12.1 hereof, in each case unless the restrictions on transfer provided for in this Section 12 shall have ceased and terminated as to such Investor Securities pursuant to Section 12.3 hereof.
