Common use of Notice of Proposed Transfers; Request for Registration Clause in Contracts

Notice of Proposed Transfers; Request for Registration. (a) Prior to any transfer or attempted transfer of any Restricted Securities not covered by the proviso contained in the introductory paragraph to Section 9, the holder of such Restricted Certificate 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. (b) Upon receipt of such notice, the Company may request an opinion of counsel of such holder to the effect that such proposed transfer may be effected without registration under the Securities Act. Upon receipt of such opinion, or if the Company does not request such an opinion, within ten (10) Business Days after receiving notice of the proposed transfer, the Company shall, as promptly as practicable, so notify the holder of such Restricted Certificate and such holder shall thereupon be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by such holder to the Company. Each certificate evidencing the Restricted Securities thus to be transferred (and each certificate evidencing any untransferred balance of the Restricted Securities evidenced by such Restricted Certificate) shall bear the restrictive legend set forth in Section 9.1, unless in the opinion of the Company or the opinion of such counsel, if requested, pursuant to Rule 144(k) of the Securities Act or otherwise, such legend is not required in order to ensure compliance with the Securities Act. The fees and expenses of counsel for any such opinion shall be paid by the Company. (c) Subject to the limitations contained in Section 9.3 below, if in the opinion of the Company or the opinion of such counsel, if requested, the proposed transfer of the Restricted Securities evidenced by such Restricted Certificate may not be effected without registration under the Securities Act, the Company shall, as promptly as practicable, so notify the holder thereof. If within 30 days after receipt of such notice to such effect such holder shall request registration of such Restricted Securities (which request shall state the intended method of disposition of such securities by the prospective Seller) and the preconditions to the Company's obligation to effect such registration specified in Section 9.3 are satisfied, the Company will immediately use its best efforts to effect the registration of such Restricted Securities under the Securities Act, all in accordance with the following provisions of this Section 9.

Notice of Proposed Transfers; Request for Registration. (a) Prior to any transfer Transfer or attempted transfer Transfer of any Warrants or any shares of Restricted Securities not covered by the proviso contained in the introductory paragraph to Section 9Common Stock, the holder of such Warrants or Restricted Certificate Common Stock shall give ten (10) days' prior written notice (a "Transfer Notice") to the Company of such holder's intention to effect such transfer. Each such notice shall describe Transfer, describing the manner and circumstances of the proposed transfer in sufficient detail. (b) Upon receipt Transfer, and obtain from counsel to such holder who shall be reasonably satisfactory to Company, an opinion that the proposed Transfer of such notice, the Company may request an opinion of counsel of Warrants or such holder to the effect that such proposed transfer Restricted Common Stock may be effected without registration under the Securities Act. Upon After receipt of such the Transfer Notice and opinion, or if the Company does not request such an opinion, within ten (10) Business Days after receiving notice of the proposed transfer, the Company shall, as promptly as practicablewithin five days thereof, so notify the holder of such Warrants or such Restricted Certificate and Common Stock as to whether such opinion is reasonably satisfactory and, if so, such holder shall thereupon be entitled to transfer Transfer such Warrants or such Restricted Securities Common Stock, in accordance with the terms of the notice delivered by such holder to the CompanyTransfer Notice. Each certificate certificate, if any, evidencing the such shares of Restricted Securities thus to be transferred (and each certificate evidencing any untransferred balance of the Restricted Securities evidenced by Common Stock issued upon such Restricted Certificate) Transfer shall bear the restrictive legend set forth in Section 9.19. 1 (a), and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.l(b), unless in the opinion of the Company or the opinion of such counsel, if requested, pursuant to Rule 144(k) of the Securities Act or otherwise, counsel such legend is not required in order to ensure compliance with the Securities Act. The fees and expenses holder of counsel for any the Warrants or the Restricted Common Stock, as the case may be, giving the Transfer Notice shall not be entitled to Transfer such Warrants or such Restricted Common Stock until receipt of notice from Company under this Section 9.2(a) that such opinion is reasonably satisfactory. The holders of Warrants and War-rant Stock shall be paid by have the Company. (c) Subject right to the limitations contained in Section 9.3 below, if in the opinion of the Company or the opinion of such counsel, if requested, the proposed transfer of the Restricted Securities evidenced by such Restricted Certificate may not be effected without registration under the Securities Act, the Company shall, as promptly as practicable, so notify the holder thereof. If within 30 days after receipt of such notice to such effect such holder shall request registration of such Restricted Securities (which request shall state the intended method of disposition of such securities by the prospective Seller) Warrant Stock pursuant to Sections 9.3 and the preconditions to the Company's obligation to effect such registration specified in Section 9.3 are satisfied, the Company will immediately use its best efforts to effect the registration of such Restricted Securities under the Securities Act, all in accordance with the following provisions of this Section 99.4.

Notice of Proposed Transfers; Request for Registration. (a) Prior to any transfer Transfer or attempted transfer Transfer of any Warrants or any shares of Restricted Securities not covered by the proviso contained in the introductory paragraph to Section 9Common Stock, the holder of such Warrants or Restricted Certificate Common Stock shall give ten (10) days' prior written notice (a "Transfer Notice") to the Company of such holder's intention to effect such transfer. Each such notice shall describe Transfer, describing the manner and circumstances of the proposed transfer in sufficient detail. (b) Upon receipt Transfer, and obtain from counsel to such holder who shall be reasonably satisfactory to Company, an opinion that the proposed Transfer of such notice, the Company may request an opinion of counsel of Warrants or such holder to the effect that such proposed transfer Restricted Common Stock may be effected without registration under the Securities Act. Upon After receipt of such the Transfer Notice and opinion, or if the Company does not request such an opinion, within ten (10) Business Days after receiving notice of the proposed transfer, the Company shall, as promptly as practicablewithin five days thereof, so notify the holder of such Warrants or such Restricted Certificate and Common Stock as to whether such opinion is reasonably satisfactory and, if so, such holder shall thereupon be entitled to transfer Transfer such Warrants or such Restricted Securities Common Stock, in accordance with the terms of the notice delivered by such holder to the CompanyTransfer Notice. Each certificate certificate, if any, evidencing the such shares of Restricted Securities thus to be transferred (and each certificate evidencing any untransferred balance of the Restricted Securities evidenced by Common Stock issued upon such Restricted Certificate) Transfer shall bear the restrictive legend set forth in Section 9.19.1(a), and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of the Company or the opinion of such counsel, if requested, pursuant to Rule 144(k) of the Securities Act or otherwise, counsel such legend is not required in order to ensure compliance with the Securities Act. The fees and expenses holder of counsel for any the Warrants or the Restricted Common Stock, as the case may be, giving the Transfer Notice shall not be entitled to Transfer such Warrants or such Restricted Common Stock until receipt of notice from Company under this Section 9.2(a) that such opinion is reasonably satisfactory. The holders of Warrants and Warrant Stock shall be paid by have the Company. (c) Subject right to the limitations contained in Section 9.3 below, if in the opinion of the Company or the opinion of such counsel, if requested, the proposed transfer of the Restricted Securities evidenced by such Restricted Certificate may not be effected without registration under the Securities Act, the Company shall, as promptly as practicable, so notify the holder thereof. If within 30 days after receipt of such notice to such effect such holder shall request registration of such Restricted Securities (which request shall state the intended method of disposition of such securities by the prospective Seller) Warrant Stock pursuant to Sections 9.3 and the preconditions to the Company's obligation to effect such registration specified in Section 9.3 are satisfied, the Company will immediately use its best efforts to effect the registration of such Restricted Securities under the Securities Act, all in accordance with the following provisions of this Section 99.4.

Notice of Proposed Transfers; Request for Registration. (a) Prior to any transfer or attempted transfer of any Restricted Securities not covered by the proviso contained in the introductory paragraph to Section 9Securities, the holder Holder of such a Restricted Certificate therefor shall give written notice to the Company of such holderHolder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail. (b) Upon receipt of such notice, the Company may request an opinion of counsel of such holder Holder to the effect that such proposed transfer may be effected without registration under the Securities Act. Upon receipt of such opinion, or if the Company does not request such an opinion, within ten (10) Business Days after receiving notice of the proposed transfer, the Company shall, as promptly as practicable, so notify the holder Holder of such Restricted Certificate and such holder Holder shall thereupon be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by such holder Holder to the Company. Each certificate evidencing the Restricted Securities thus to be transferred (and each certificate evidencing any untransferred balance of the Restricted Securities evidenced by such Restricted Certificate) shall bear the restrictive legend set forth in Section 9.112.1, unless in the opinion of the Company or the opinion of such counsel, if requested, pursuant to Rule 144(k) of promulgated pursuant to the Securities Act or otherwise, such legend is not required in order to ensure compliance with the Securities Act. The fees and expenses of counsel for any such opinion shall be paid by the Company. (c) Subject to the limitations contained in Section 9.3 below, if If in the opinion of the Company or or, if requested, the opinion of counsel of such counsel, if requestedHolder, the proposed transfer of the Restricted Securities evidenced by such Restricted Certificate may not be effected without registration under the Securities Act, the Company shall, as promptly as practicable, so notify the holder Holder thereof. If within 30 days after receipt of such notice to such effect such holder shall request registration of such Restricted Securities (which request shall state the intended method of disposition of such securities by the prospective Seller) and the preconditions to the Company's obligation to effect such registration specified in Section 9.3 are satisfied, the Company will immediately use its best efforts to effect the registration of such Restricted Securities under the Securities Act, all in accordance with the following provisions of this Section 9.