Common use of Notice of Proposed Transfer; Registration Not Required Clause in Contracts

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 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 effected without registration or qualification of such Warrant or the Warrant Shares under any Federal federal or State 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 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 Holder of this Warrant or of any Warrant Sharesthe Restricted Stock, by acceptance thereof, agrees to that it will give prior written notice to the Company of such holder's its intention to transfer such this Warrant or the Warrant Shares relating thereto Restricted Stock (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 holdercounsel. If, who may be an employee of such holder. If in the opinion of each such counsel counsel, the proposed transfer may be affected effected without registration or qualification of such Warrant or the Warrant Shares under any Federal federal or State state law, the Company, as promptly as practicable, shall notify such holder Holder of such opinion and of the terms and conditions, if any, to be observedobserved in connection with such transfer, whereupon such holder Holder shall be entitled to transfer such this Warrant or such Restricted Stock, and to have a new Warrant Shares, all or new stock certificate(s) issued in accordance with the terms name of the notice delivered to such holder by the Companytransferee or its nominee. If either of such counsel is unable to render such an opinion (in which case said such counsel shall set forth in writing the basis for the his 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 (S) 11.3 may not be effected without except to the extent permitted by and upon such registration or and/or qualification or without or, in lieu thereof, compliance with the conditions of an exemptive regulation of the Commission and and/or any applicable State Securities state securities regulatory authority, as the case may be. Such holder Thereupon, the Company shall notify such Holder who thereafter shall not be entitled to effect such transfer until receipt of a contrary notice from the Company or until such registration, registration or qualification, exemption filing or other compliance has become effectiveeffective (and consistent with the terms thereof). All fees and expenses of Company counsel in connection with the rendition of the opinions opinion provided for in this subsection (S) 11.3 shall be paid by the holder requesting the transferCompany.

Notice of Proposed Transfer; Registration Not Required. The holder of this each Warrant or of any Warrant SharesRestricted Stock, by acceptance thereof, agrees to give prior written notice to the Company of such holder's intention to transfer such Warrant or the Warrant Underlying Shares relating thereto or such Restricted Stock (or any portion thereof) ), describing briefly the manner and circumstances of the proposed transfer. Promptly after receiving ; provided, however, that no 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 notice shall be entitled to required for a transfer such Warrant under a registration, qualification or Warrant Shares, all filing for exemption requested in accordance with the terms provisions of Section 9.4 or for the transfer of this Warrant or any Underlying Shares in their entirety to any direct or indirect parent, subsidiary or corporate affiliate of the notice delivered initial holder of this Warrant. In addition, in the event that such transfer is proposed to such holder by be made in compliance with an exemption from the Company. If either registration requirements of such counsel the Securities Act, the availability of which exemption is unable to render such an opinion (in which case said counsel shall dependent upon the accuracy of the representations set forth in writing Annex A hereto, the basis holder (or the proposed transferee) shall, as a precondition to such transfer, provide to the Company a certificate of the proposed transferee containing said representations. In the event that such transferee cannot make such representations because they would be factually incorrect, it shall be a condition to the transfer of this Warrant to such transferee that the Company receive such other representations as the Company considers reasonably necessary to assure the Company that the transfer of this Warrant shall not violate any United States or state securities laws. Such notice shall describe briefly the nature of such transfer, and no such transfer shall be made unless and until (i) the holder has supplied to the Company an opinion of counsel for the legal conclusions in holder (which counsel shall be satisfactory to the Company) to the effect that no registration (or perfection of an exemption) under the Securities Act is required with respect to such transfer (which opinion may be conditioned upon the transferee's assuming the obligations of a holder of this regard), Warrant under this Section 9.3) or (ii) an appropriate registration statement with respect to such sale or other disposition of the Warrant or Restricted Stock shall have been filed by 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 effectivedeclared effective by the Commission. All fees and expenses of counsel (including counsel designated by any holder of Warrants or Restricted Stock) in connection with the rendition of the opinions provided for in this subsection subparagraph shall be paid by the holder requesting Company. As used in this Section 9.3, the term "transfer" includes an assignment pursuant to Section 10.2 hereof.

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 ’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 this each Warrant or of any Warrant SharesRestricted Stock, by acceptance thereof, agrees to give prior written notice to the Company of such holder's ’s intention to transfer such Warrant or the Warrant Underlying Shares relating thereto or such Restricted Stock (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 Investors’ Rights Agreement. 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 (which opinions shall be reasonably acceptable to the Company) the proposed transfer may be affected effected without registration or qualification under any Federal or State law of such Warrant or the Warrant Underlying Shares under any Federal or State lawsuch Restricted Stock, 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 SharesUnderlying Shares or such Restricted Stock, 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 his legal conclusions in this regard)) or, if the Company shall promptly notify not find either of such holder that 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 subparagraph may not be effected without such registration or qualification or without compliance with the conditions of an exemptive regulation of the Commission and or any applicable State Securities securities regulatory authority. Such , the Company shall promptly notify such holder and thereafter such holder shall not be entitled to effect such transfer until receipt of a subsequent notice from the Company pursuant to the immediately preceding sentence or until such registration, registration or qualification, exemption filing or other compliance has become effective. All fees and expenses of counsel (including reasonable fees and expenses of one counsel for all holders of Warrants or Restricted Stock) in connection with the rendition of the opinions provided for in this subsection subparagraph shall be paid by the holder requesting the transferCompany.

Notice of Proposed Transfer; Registration Not Required. The holder of this any Warrant or the holder of any Warrant Sharesshares of Common Stock issuable upon the exercise of a Warrant, by acceptance hereof or thereof, agrees to give prior written notice to the Company Company, prior to any transfer under Subsections (a) through (d) of such holder's intention to transfer such the preamble of this ARTICLE V, of the Warrant or the Warrant Shares relating thereto (such shares of Common Stock or any portion thereof) describing briefly the manner and circumstances , of the proposed its intention to make such transfer. Promptly after receiving such written notice, Such holder shall request an Opinion of Counsel (which shall be rendered by counsel reasonably acceptable to the Company and shall present copies thereof be in form and substance reasonably acceptable 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 Company) that the proposed transfer may be affected effected without registration or qualification of such Warrant or the Warrant Shares under any Federal or State state securities or blue sky law, the Company. Counsel shall, as promptly as practicable, shall notify the Company and such holder of such opinion and of the terms and conditions, if any, to be observedobserved in such transfer, whereupon such the holder shall be entitled to transfer such the Warrant or such shares of Common Stock (or portion thereof), in the event the Company does not exercise its option to purchase the Warrant Sharesor such shares, all after the expiration of a twenty (20) day period in accordance with the terms of the notice delivered to such holder by the Company. If either In the event the Warrant shall be exercised as an incident to such transfer, such exercise shall relate back and for all purposes of the Warrant be deemed to have occurred as of the date of such counsel is unable 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. Notwithstanding the provisions of the foregoing paragraph, the holder of any Warrant or the holder of any shares of Common Stock issuable upon the exercise thereof shall be permitted to render transfer the Warrant or any such an opinion shares of Common Stock to a limited number of institutional holders which are Accredited Investors, provided that (in which case said counsel shall set forth i) each such holder represents in writing that it is acquiring such securities for investment and not with a view to the basis for distribution thereof (subject, however, to any requirement of law that the legal conclusions disposition thereof shall at all times be within the control of such holder) and (ii) each such holder agrees in writing to be bound by all the restrictions on transfer contained 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.ARTICLE V.

Notice of Proposed Transfer; Registration Not Required. The holder of this each Warrant or of any Warrant SharesRestricted Stock, 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 shares of Class A Common Stock of the Company issuable upon exercise of any of the Warrants relating thereto or such Restricted Stock (or any portion thereof) ), describing briefly the manner and circumstances of the proposed transfer. Promptly after receiving ; provided, however, that no 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 notice shall be entitled to required for a transfer such Warrant under a registration, qualification or Warrant Shares, all filing requested in accordance with the terms provisions of Section 8.4 or 8.5 or for the transfer of this Warrant or any shares of Class A Common Stock of the notice delivered Company issuable upon exercise of any of the Warrants in their entirety to any direct or indirect parent, subsidiary or corporate affiliate of the holder of this Warrant. In addition, in the event that such holder by transfer is proposed to be made in compliance with an exemption from the Company. If either registration requirements of such counsel the Securities Act, the availability of which exemption is unable to render such an opinion (in which case said counsel shall dependent upon the accuracy of the representations set forth in writing Annex A hereto, the basis holder (or the proposed transferee) shall, as a precondition to such transfer, provide to the Company a certificate of the proposed transferee containing said representations. In the event that such transferee cannot make such representations because they would be factually incorrect, it shall be a condition to the transfer of this Warrant to such transferee that the Company receive such other representations as the Company considers reasonably necessary to assure the Company that the transfer of this Warrant shall not violate any United States or state securities laws. Such notice shall describe briefly the nature of such transfer, and no such transfer shall be made unless and until (i) the holder has supplied to the Company an opinion of counsel for the legal conclusions in holder (which counsel shall be satisfactory to the Company) to the effect that no registration (or perfection of an exemption) under the Securities Act is required with respect to such transfer (which opinion may be conditioned upon the transferee's assuming the obligations of a holder of this regard), Warrant under this Section 8.3) or (ii) an appropriate registration statement with respect to such sale or other disposition of the Warrant or Restricted Stock shall have been filed by 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 effectivedeclared effective by the Commission. All fees and expenses of counsel (including counsel designated by any holder of Warrants or Restricted Stock) in connection with the rendition of the opinions provided for in this subsection subparagraph shall be paid by the holder requesting Company. As used in this Section 8.3, the term "transfer" includes an assignment pursuant to Section 9.2 hereof.

Notice of Proposed Transfer; Registration Not Required. The holder of this each Warrant or of any Warrant SharesShare, 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 Share relating thereto (or any portion thereof) thereto, describing briefly the manner and circumstances of the proposed transfer; PROVIDED, HOWEVER, that no such notice shall be required for a transfer under the registration, qualification or filing for exemption requested in accordance with the provisions of Section 11.4 hereof. 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 holdercounsel. If in the opinion of each such counsel the proposed transfer may be affected effected without registration or qualification under the Federal or State law of such Warrant or the Warrant Shares under any Federal or State lawShares, 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 by the holder 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 his 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 subparagraph may not be effected without such registration or qualification or without compliance with the conditions of an exemptive regulation of the Commission and or any applicable State Securities securities regulatory authority. Such , the Company shall promptly notify such holder and thereafter such holder shall not be entitled to effect such transfer until receipt of a subsequent notice from the Company pursuant to the immediately preceding sentence or until such registration, registration or qualification, exemption filing 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 subparagraph shall be paid by the holder requesting the transferCompany.

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 federal or State 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 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 Other than in connection with a transfer pursuant to Rule 144A or 144(k) of the General Rules and Regulations of the Commission, the holder of this Warrant or of any Warrant SharesRestricted Stock, by acceptance thereof, agrees to give prior written notice to the Company of such holder's intention to transfer such Warrant or the Warrant Underlying Shares relating thereto or such Restricted Stock (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 10.4 or Section 10.6 below. Promptly after receiving such written notice, the Company shall present copies thereof to Company counsel and to counsel designated by such holdercounsel. If, who may be an employee of such holder. If in the opinion of each such counsel counsel, the proposed transfer may be affected effected without registration or qualification of such Warrant or the Warrant Shares under any Federal or State lawlaw of such Warrant or Underlying Shares relating thereto or such Restricted Stock, 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 SharesUnderlying Shares relating thereto or such Restricted Stock, 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 his 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 Section 10.3 may not be effected without such except to the extent permitted by and upoN Such registration or and/or qualification or without or, in lieu thereof, compliance with the conditions of an exemptive regulation of the Commission and and/or any applicable State Securities securities regulatory authority. Such , as the case may be, and the Company shall promptly notify such holder and thereafter such holder shall not be entitled to effect such transfer until receipt of a subsequent notice from the Company pursuant to the immediately preceding sentence or until such registration, registration or qualification, exemption filing or other compliance has become effectiveeffective (and consistent with the terms thereof). All fees and expenses of Company counsel in connection with the rendition of the opinions provided for in this subsection Section 10.3 shall be paid by the holder requesting the transferCompany.

Notice of Proposed Transfer; Registration Not Required. The Each holder hereof and each holder of any shares of Common Stock issuable upon the exercise of this Warrant or of any Warrant SharesWarrant, by acceptance hereof or thereof, agrees to give prior written notice to the Company Company, prior to any transfer of this Warrant, such holder's intention to transfer such Warrant or the Warrant Shares relating thereto (shares of Common Stock or any portion hereof or thereof) describing briefly the manner and circumstances , of the proposed its intention to make such transfer. Promptly after receiving such written notice, Such holder shall request an Opinion of Counsel (which shall be rendered by counsel reasonably acceptable to 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 Company) that the proposed transfer may be affected effected without registration or qualification of such Warrant or the Warrant Shares under any Federal federal or State state securities or blue sky law, the Company. Counsel shall, as promptly as practicable, shall notify such the Company and the applicable holder of such opinion and of the terms and conditions, if any, to be observedobserved in such transfer, whereupon such the applicable holder shall be entitled to transfer such this Warrant or such shares of Common Stock (or portion thereof). In the event this Warrant Sharesshall be exercised as an incident to such transfer, such exercise shall relate back and for all in accordance with the terms purposes of this Warrant be deemed to have occurred as of the date of such notice delivered regardless of delays incurred by reason of the provisions of this Article 5 which may result in the actual exercise on any later date. Notwithstanding the provisions of the foregoing paragraph, each holder hereof or shares of Common Stock issuable upon the exercise hereof, shall be permitted to transfer this Warrant or any such shares of Common Stock to a limited number of institutional holders without obtaining an Opinion of Counsel, provided that (i) each such holder by represents in writing that it is acquiring such securities for investment and not with a view to the Company. If either distribution thereof (subject, however, to any requirement of law that the disposition thereof shall at all times be within the control of such counsel is unable to render holder) and (ii) each such an opinion (in which case said counsel shall set forth holder agrees in writing to be bound by all the basis for the legal conclusions restrictions on transfer contained 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 transferArticle 5.