Notice of Proposed Transfer; Registration Not Required. The holder of this Warrant or of any Warrant Shares, by acceptance thereof, agrees to give prior written notice to the Company of such holder's intention to transfer such Warrant or the Warrant Shares relating thereto (or any portion thereof) describing briefly the manner and circumstances of the proposed transfer. Promptly after receiving such written notice, the Company shall present copies thereof to Company counsel and to counsel designated by such holder, who may be an employee of such holder. If in the opinion of each such counsel the proposed transfer may be affected without registration or qualification of such Warrant or the Warrant Shares under any Federal or State law, the Company, as promptly as practicable, shall notify such holder of such opinion and of the terms and conditions, if any, to be observed, whereupon such holder shall be entitled to transfer such Warrant or Warrant Shares, all in accordance with the terms of the notice delivered to such holder by the Company. If either of such counsel is unable to render such an opinion (in which case said counsel shall set forth in writing the basis for the legal conclusions in this regard), the Company shall promptly notify such holder that the proposed transfer described in the written notice given pursuant to this subsection may not be effected without such registration or qualification or without compliance with the conditions of an exemptive regulation of the Commission and any applicable State Securities regulatory authority. Such holder shall not be entitled to effect such transfer until such registration, qualification, exemption or other compliance has become effective. All fees and expenses of counsel in connection with the rendition of the opinions provided for in this subsection shall be paid by the holder requesting the transfer.
Notice of Proposed Transfer; Registration Not Required. The Holder of each Note or any Conversion Shares, by acceptance thereof, agrees to give prior written notice to the Company of the Holder's intention to transfer the Note or such Conversion Shares (or any portion thereof), describing briefly the manner and circumstances of the proposed transfer, together with an opinion of counsel to the effect that the proposed transfer may be effected without registration or qualification under any federal or state law. Unless the Company shall have received an opinion from counsel to the Company (which opinion shall be obtained by the Company not more than ten days after notice of a proposed transfer) that the proposed transfer may not be effected without registration or qualification under federal or state law, the Holder shall be entitled to transfer the Note or such Conversion Shares, all in accordance with the terms of the notice delivered by the Holder to the Company. All fees and expenses of counsel for the Company in connection with the rendition of the opinion provided for in this Section 7.3 shall be paid by the Company.
Notice of Proposed Transfer; Registration Not Required. The holder hereof or the holder of any Issued Warrant Shares bearing the legend set forth in Section 5.8, by acceptance hereof or thereof, agrees to give written notice to the Company, prior to any transfer of this Warrant (other than transfers referred to in Subsection (e) of the first paragraph of this ARTICLE V) such Issued Warrant Shares or any portion hereof or thereof, of its intention to make such transfer as required by the preamble of this ARTICLE V. Such holder shall request an Opinion of Counsel (which shall be rendered by counsel reasonably acceptable to the Company) that the proposed transfer may be effected without registration or qualification under any federal or state securities or blue sky law. Counsel shall, as promptly as practicable, notify the Company and the holder of such opinion and of the terms and conditions, if any, to be observed in such transfer, whereupon the holder shall be entitled to transfer this Warrant or such Issued Warrant Shares (or portion thereof) in accordance with the terms of the notice delivered to the Company. In the event this Warrant shall be exercised as an incident to such transfer, such exercise shall relate back and for all purposes of this Warrant be deemed to have occurred as of the date of such notice regardless of delays incurred by reason of the provisions of this ARTICLE V which may result in the actual exercise on any later date.
Notice of Proposed Transfer; Registration Not Required. The Holder of each Convertible Note, Warrant or any Registrable Shares, by acceptance thereof, agrees to give prior written notice to the Company of such Holder's intention to transfer such Convertible Note, Warrant or the Registrable Shares relating thereto (or any portion thereof), describing briefly the manner and circumstances of the proposed transfer. Unless the Company shall have received an opinion from counsel to the Company (which opinion shall be obtained by the Company not more than 3 business days after notice of a proposed transfer) that the proposed transfer may not be effected without registration or qualification under Federal or state law, such Holder shall be entitled to transfer such Convertible Note, Warrant, or Registrable Shares, all in accordance with the terms of the notice delivered by such Holder to the Company. All fees and expenses of counsel for the Company in connection with the rendition of the opinion provided for in SS.2.1 or this SS.2.2 shall be paid by the Company.
Notice of Proposed Transfer; Registration Not Required. The Holder of each Warrant or any Warrant Shares, by acceptance thereof, agrees to give prior written notice to Company of such Holder’s intention to transfer such Warrant (or the Warrant Shares relating thereto) or such Warrant Shares (or, in each case, any portion thereof), describing briefly the manner and circumstances of the proposed transfer, provided, however, that no such notice shall be required for a transfer under a registration requested in accordance with the provisions of Section 7.3 or in connection with a transfer made in accordance with the exemptions afforded by Rule 144 or Rule 144A of the General Rules and Regulations of the Commission (or any other available exemption from the registration requirements of the Securities Act) and exempt from all applicable registration requirements under state securities laws. In connection with such transfer, Company may require McKesson to provide at its expense, an opinion of securities counsel that no registration is required, which would be in form and substance satisfactory to Company.
Notice of Proposed Transfer; Registration Not Required. Holders of Registrable Shares, by acceptance thereof, agree to give prior written notice to Matador of such holder's intention to transfer any Registrable Shares describing briefly the manner and circumstances of the proposed transfer; PROVIDED, HOWEVER, that no such notice shall be required for a transfer under a registration, qualification or filing for exemption requested in accordance with the provisions of Section 5.3 or in connection with a transfer made in accordance with the exemptions afforded by Rule 144 or Rule 144A of the General Rules and Regulations of the Commission (or any other available exemption from the registration requirements of the Securities Act so long as such holder complies with the provisions of the legend described in Section 5.9 hereof if such legend is still required on any such certificates of Common Stock).
Notice of Proposed Transfer; Registration Not Required. Each Institutional Investor agrees to give prior written notice to the Company of such Institutional Investor's intention to transfer all or any part of its Institutional Investor Stock, describing briefly the manner and circumstances of the proposed transfer. If in the opinion of counsel to such Institutional Investor and counsel to the Company, the proposed transfer may be effected without Registration, the Company, as promptly as practicable, shall notify such Institutional Investor of such opinion and of the terms and conditions, if any, to be observed in connection with such transfer, whereupon such Institutional Investor shall be entitled to transfer such Institutional Investor Stock, in accordance with the terms of the notice delivered to such Institutional Investor by the Company. If either of such counsel is unable to render such an opinion (in which case said counsel shall set forth in writing the basis for its legal conclusions in this regard) or, if the Company shall not find either of such opinions reasonably acceptable (in which case the Company shall set forth in writing the reasons such opinion is not acceptable), the proposed transfer described in the written notice given pursuant to this subsection may not be effected by such Institutional Investor. All fees and expenses of counsel, including reasonable fees and expenses of one counsel for all Institutional Investors in connection with the rendition of the opinions provided for in this subsection, shall be paid by the Company.
Notice of Proposed Transfer; Registration Not Required. The Holder of this Warrant or the Restricted Stock, by acceptance thereof, agrees that it will give prior notice to the Company of its intention to transfer this Warrant or
Notice of Proposed Transfer; Registration Not Required. The Holder of each Warrant or any Restricted Shares, by acceptance thereof, agrees to give prior written notice to Company of such Holder's intention to transfer such Warrant (or the Underlying Shares relating thereto) or such Restricted Shares (or, in each case, any portion thereof), describing briefly the manner and circumstances of the proposed transfer; provided, however, that no such notice shall be required for a transfer under a registration requested in accordance with the provisions of Section 7.3 or in connection with a transfer made in accordance with the exemptions afforded by Rule 144 or Rule 144A of the General Rules and Regulations of the Commission (or any other available exemption from the registration requirements of the
Notice of Proposed Transfer; Registration Not Required. The holder of each share of Series A Preferred Stock or any Conversion Shares, by acceptance thereof, agrees to give prior written notice to the Company of such holder's intention to transfer such Series A Preferred Stock or the Underlying Shares relating thereto or such Conversion Shares (or any portion thereof), describing briefly the manner and circumstances of the proposed transfer; PROVIDED, HOWEVER, that no such notice shall be required for a transfer under a registration, qualification or filing for exemption requested in accordance with the provisions of Section 8.03 or in connection with A transfer made in accordance with the exemptions afforded by Rule 144 or Rule 144A of the General Rules and Regulations of the Commission (or any other available exemption from the registration requirements of the Securities Act so long as such holder complies with the provisions of the legend described in Section 8.09 hereof if such legend is still required on any such certificates of Series A Preferred Stock or Conversion Shares).
