Common use of NOTICE OF PROPOSED TRANSFERS AND SECURITIES ACT COMPLIANCE Clause in Contracts

NOTICE OF PROPOSED TRANSFERS AND SECURITIES ACT COMPLIANCE. The holder of Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 7.3. Prior to any proposed transfer of any Restricted Securities (other than under circumstances described in Sections 7.4, 7.5 and 7.6 hereof), the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except that transactions in compliance with Rule 144 may instead be accompanied by such broker and seller representations reasonably requested by the Company to support the qualification of the transaction under Rule 144) by either (i) a written opinion of Xxxxxxx & Xxxxxxx LLP or other legal counsel (including counsel for the holder who also may be an employee of the holder) who shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act and applicable state securities laws, or (ii) a "no-action" letter from the Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto. Upon receipt by the Company of such notices and accompanying opinion or "no-action" letter, if required, the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 7.2 above, except that such certificate need not bear such restrictive legend if such legend is no longer required in the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act or applicable state securities laws or if the transaction is made, to the Company's reasonable satisfaction, in compliance with Rule 144.

NOTICE OF PROPOSED TRANSFERS AND SECURITIES ACT COMPLIANCE. (a) The holder of Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 7.39.4. Prior to any proposed transfer of any Restricted Securities (other than under circumstances described in Sections 7.49.5, 7.5 9.6 and 7.6 9.7 hereof), the holder thereof shall give written notice (or oral notice in the case of transactions in compliance with Rule 144) to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except that in transactions in compliance with Rule 144 may instead be accompanied by such broker and seller representations reasonably requested by the Company or transfers to support the qualification of the transaction under Rule 144Affiliates) by either (i) a written opinion of Xxxxxxx Day, Xxxxx & Xxxxxxx Xxxxxx LLP or other legal counsel (including counsel for the holder who also may be an employee of the holder) who shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act and applicable state securities laws, or (ii) a "no-action" letter from the Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto. Upon receipt by the Company of such notices and accompanying opinion or "no-action" letter, if required, the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 7.2 9.3 above, except that such certificate need not bear such restrictive legend if such legend is no longer required in if the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act or applicable state securities laws or if the transaction is made, to the Company's reasonable satisfaction, in compliance with Rule 144.

NOTICE OF PROPOSED TRANSFERS AND SECURITIES ACT COMPLIANCE. The holder of Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 7.38.4. Prior to any proposed transfer of any Restricted Securities (other than under circumstances described in Sections 7.48.5 and 8.6 hereof and other than to a member of such holder's Group, 7.5 and 7.6 hereofas such term is defined in the Shareholders Agreement), the holder thereof shall give written notice (or oral notice in the case of transactions in compliance with Rule 144) to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except that in transactions in compliance with Rule 144 may instead be accompanied by such broker and seller representations reasonably requested by the Company to support the qualification of the transaction under Rule 144) by either (i) a written opinion of Xxxxxxx & Xxxxxxx LLP Buchxxxx Xxxexxxxx Xxxfessional Corporation or other legal counsel (including counsel for the holder who also may be an employee of the holder) who shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act and applicable state securities laws, or (ii) a "no-action" letter from the Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, provided, that in the case of a transfer of Restricted Securities to a member of a holder's Group (as such term is defined in the Shareholders' Agreement), no such opinion of counsel or no-action letter shall be necessary, provided that the transferee agrees in writing to be subject to the restrictions on transfer of the Restricted Securities to the same extent as if such transferee were originally a party signatory to this Agreement. Upon receipt by the Company of such notices and accompanying opinion or "no-action" letter, if required, the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 7.2 8.3 above, except that such certificate need not bear such restrictive legend if such legend is no longer required in if the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act or applicable state securities laws or if the transaction is made, to the Company's reasonable satisfaction, in compliance with Rule 144. Notwithstanding anything to the contrary contained in this Section 8.4, no holder of Restricted Securities will transfer any of such Restricted Securities to any member of such holder's Group that is not an "accredited investor" as defined in Rule 501 under the Securities Act at the time of such transfer, except under the circumstances described in Sections 8.5 and 8.6 hereof and except in transactions in compliance with Rule 144.

NOTICE OF PROPOSED TRANSFERS AND SECURITIES ACT COMPLIANCE. The holder of Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 7.3. Prior to any proposed transfer of any Restricted Securities (other than under circumstances described in Sections 7.4, 7.5 and 7.6 hereof), the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except that transactions in compliance with Rule 144 may instead be accompanied by such broker and seller representations reasonably requested by the Company to support the qualification of the transaction under Rule 144) by either (i) a written opinion of Xxxxxxxx, Xxxxxxx & Xxxxxxx LLP or other legal counsel (including counsel for the holder who also may be an employee of the holder) who shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act and applicable state securities laws, or (ii) a "no-action" letter from the Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto. Upon receipt by the Company of such notices and accompanying opinion or "no-action" letter, if required, the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 7.2 above, except that such certificate need not bear such restrictive legend if such legend is no longer required in the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act or applicable state securities laws or if the transaction is made, to the Company's reasonable satisfaction, in compliance with Rule 144.

NOTICE OF PROPOSED TRANSFERS AND SECURITIES ACT COMPLIANCE. (a) The holder of Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 7.39.4. Prior to any proposed transfer of any Restricted Securities (other than under circumstances described in Sections 7.49.5, 7.5 9.6 and 7.6 hereof9.7 hereof and other than to a member of such holder's Group, as defined below), the holder thereof shall give written notice (or oral notice in the case of transactions in compliance with Rule 144) to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except that in transactions in compliance with Rule 144 may instead be accompanied by such broker and seller representations reasonably requested by the Company to support the qualification of the transaction under Rule 144) by either (i) a written opinion of Xxxxxxx Shipxxx & Xxxxxxx LLP Goodxxx XXX or other legal counsel (including counsel for the holder who also may be an employee of the holder) who shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act and applicable state securities laws, or (ii) a "no-action" letter from the Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, provided, that in the case of a transfer of Restricted Securities to a member of a holder's Group (as such term is defined in the Shareholders' Agreement), no such opinion of counsel or no-action letter shall be necessary, provided that the transferee agrees in writing to be subject to the restrictions on transfer of the Restricted Securities to the same extent as if such transferee were originally a party signatory to this Agreement. Upon receipt by the Company of such notices and accompanying opinion or "no-action" letter, if required, the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 7.2 9.3 above, except that such certificate need not bear such restrictive legend if such legend is no longer required in if the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act or applicable state securities laws or if the transaction is made, to the Company's reasonable satisfaction, in compliance with Rule 144.