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

Notice of Proposed Transfer; Opinions of Counsel. Except as provided in paragraph (c) of this Section 11, prior to any transfer of any such shares of Convertible Preferred Stock, or Common Stock, the holder thereof will give written notice to the Corporation of such holder’s intention to effect such transfer and to comply in all other respects with this Section 11. Each such notice (A) shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below, and (B) 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 Corporation will promptly submit a copy thereof to its counsel, and the following provisions shall apply:

Appears in 3 contracts

Samples: Acquisition Agreement (Solar Energy Initiatives, Inc.), Acquisition Agreement (Alternative Energy Partners, Inc.), Acquisition Agreement (Octus Inc)

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Notice of Proposed Transfer; Opinions of Counsel. Except as provided in paragraph (c) of this Section 11, prior to any transfer of any such shares of Convertible Preferred Stock, or Common Stock, the holder Holder thereof will give written notice to the Corporation of such holder’s Holder's intention to effect such transfer and to comply in all other respects with this Section 11. Each such notice (A) shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below, and (B) shall designate counsel for the holder Holder giving such notice (who may be house counsel for such holderHolder). The holder Holder giving such notice will submit a copy thereof to the counsel designated in such notice and the Corporation will promptly submit a copy thereof to its counsel, and the following provisions shall apply:

Appears in 1 contract

Samples: Securities Purchase Agreement (5 G Wireless Communications Inc)

Notice of Proposed Transfer; Opinions of Counsel. Except as provided in paragraph (c) of this Section 11, prior Prior to any transfer of any such shares of Convertible Preferred Stock, or Common StockRestricted Securities, the holder thereof will give written notice to the Corporation Company of such holder’s 's intention to effect such transfer and to comply in all other respects with this Section 11ss. 8.2. Each such notice (Aa) shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below, and (Bb) shall designate counsel for the holder giving such notice (who may be in-house counsel for such holder). The holder giving such notice will submit a copy thereof to the counsel designated in such notice and the Corporation Company will promptly submit a copy thereof to its counsel, and the . The following provisions shall then apply:

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Insurance Partners Lp)

Notice of Proposed Transfer; Opinions of Counsel. Except as provided in paragraph (c) of this Section 11, prior Prior to any transfer of any such shares of Convertible Preferred Stock, or Common StockRestricted Securities, the holder thereof will give written notice to 57 15 the Corporation Company of such holder’s 's intention to effect such transfer and to comply in all other respects with this Section 118.2. Each such notice (Aa) shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below, and (Bb) shall designate counsel for the holder giving such notice (who may be in-house counsel for such holder). The holder giving such notice will submit a copy thereof to the counsel designated in such notice and the Corporation Company will promptly submit a copy thereof to its counsel, and the . The following provisions shall then apply:

Appears in 1 contract

Samples: Stock Purchase Agreement (Superior National Insurance Group Inc)

Notice of Proposed Transfer; Opinions of Counsel. Except as provided in the last paragraph (c) of this Section 1114, prior to any transfer of any such shares of Convertible Preferred Stock, Warrant or Common Stock, 80 19 the holder thereof will give written notice to the Corporation Company of such holder’s 's intention to effect such transfer and to comply in all other respects with this Section 1114. Each such notice shall (Ai) shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below, and (Bii) shall designate counsel for the holder giving such notice (who may be in-house counsel for such holder). The holder giving such notice will submit a copy thereof to the counsel designated in such notice notice, and the Corporation Company will promptly submit a copy thereof to its counsel, and the following provisions shall apply:

Appears in 1 contract

Samples: Security Agreement (Vision Twenty One Inc)

Notice of Proposed Transfer; Opinions of Counsel. Except as provided in paragraph (c) of this Section 11, prior Prior to any transfer of any such shares of Convertible Preferred Stock, or Common StockRestricted Securities which are not registered under an effective registration statement under the Securities Act, the holder thereof will give written notice to the Corporation Company of such holder’s 's intention to effect such transfer and to comply in all other respects with this Section 11section 9.2. Each such notice (Aa) shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below, and (Bb) shall designate counsel for the holder giving such notice (who may be in-house counsel for such holder). The holder giving such notice will submit a copy thereof to the counsel designated in such notice and the Corporation Company will promptly submit a copy thereof to its counsel, and the . The following provisions shall then apply:

Appears in 1 contract

Samples: Option Agreement (NKK Usa Corp)

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Notice of Proposed Transfer; Opinions of Counsel. Except as provided in paragraph (c) of this Section 11, prior Prior to any ------------------------------------------------ transfer of any such shares of Convertible Preferred Stock, or Common StockRestricted Securities which are not registered under an effective registration statement under the Securities Act, the holder thereof will give written notice to the Corporation Company of such holder’s 's intention to effect such transfer and to comply in all other respects with this Section 11section 9.2. Each such notice (Aa) shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below, and (Bb) shall designate counsel for the holder giving such notice (who may be in-house counsel for such holder). The holder giving such notice will submit a copy thereof to the counsel designated in such notice and the Corporation Company will promptly submit a copy thereof to its counsel, and the . The following provisions shall then apply:

Appears in 1 contract

Samples: Option Agreement (National Steel Corp)

Notice of Proposed Transfer; Opinions of Counsel. Except as provided in paragraph (c) of this Section 117, prior to any transfer of any such shares of Convertible Preferred Stock, or Common Stock, Stock the holder thereof will give written notice to the Corporation of such holder’s 's intention to effect such transfer and to comply in all other respects with this Section 117. Each such notice (A) shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below, and (B) 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 Corporation will promptly submit a copy thereof to its counsel, and the following provisions shall apply:

Appears in 1 contract

Samples: Consulting Agreement (Paramco Financial Group Inc)

Notice of Proposed Transfer; Opinions of Counsel. Except as provided in paragraph (c) of this Section 11, prior Prior to any ------------------------------------------------ transfer of any such shares of Convertible Preferred Stock, or Common StockRestricted Securities which are not registered under an effective registration statement under the Securities Act, the holder thereof will give written notice to the Corporation Company of such holder’s 's intention to effect such transfer and to comply in all other respects with this Section 11section 9.2. Each such notice (Aa) shall describe the manner and circumstances of the proposed - transfer in sufficient detail to enable counsel to render the opinions referred to below, and (Bb) 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 Corporation Company will promptly submit a copy thereof to its counsel, and the . The following provisions shall then apply:

Appears in 1 contract

Samples: Synbiotics Corp

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