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

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.