Common use of Notice of Proposed Transfers Clause in Contracts

Notice of Proposed Transfers. Prior to any proposed Transfer of the Securities (other than a Transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (a) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. Prior to any proposed Transfer of the Securities (other than a Transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (aA) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. Prior to any proposed Transfer of the Securities (other than a Transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "“accredited investor" ” within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's ’s intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (a) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's ’s agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. Prior to any proposed Transfer of the Securities (other than a Transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "“accredited investor" ” within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's ’s intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (a) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's ’s agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. The holder of each certificate representing securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 9.3. Prior to any proposed Transfer transfer of the Securities any securities (other than a Transfer (i) registered or exempt from registration under the Securities Act, (ii) pursuant to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 effective registration statement under the Securities Act), the holder thereof shall give written notice to the Company of such holder's ’s intention to effect such Transfer, setting forth transfer. Each such notice shall describe the manner and circumstances of the proposed Transfertransfer in sufficient detail, which and shall be accompanied by either: (a) an a written opinion of legal counsel to the holder who shall be reasonably acceptable satisfactory to the Company, confirming addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that such the proposed transfer does not give rise to a violation of the Registrable Securities may be effected without registration under the Securities Act, provided, however, that the Company will not require opinions of counsel for transactions made after the Initial Public Offering or for transactions pursuant to Rule 144 and the Company may waive this requirement at the Company’s discretion, or (Bb) representation letters in form and substance reasonably satisfactory a “no-action” letter from the Commission to the Company to ensure compliance with effect that the provisions distribution of such securities without registration will not result in a recommendation by the staff of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to Commission that action be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentencetaken with respect thereto, whereupon the holder of such Securities securities shall be entitled to Transfer transfer such Securities securities in accordance with the terms of the notice delivered by the such holder to the Company.

Notice of Proposed Transfers. Prior to any proposed Transfer transfer of this Warrant or the Securities shares of Warrant Stock received on the exercise of this Warrant (other than the “Securities”), unless there is in effect a Transfer (i) registered or exempt from registration statement under the Securities ActAct of 1933, as amended and applicable state securities laws (ii) to an affiliate of a Purchaser which is an "accredited investor" within collectively, the meaning of Rule 501(a) under the “Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities ActLaws”), covering the holder proposed transfer, the Holder thereof shall give written notice to the Company of such holder's Holder’s intention to effect such Transfer, setting forth transfer. Each such notice shall describe the manner and circumstances of the proposed Transfertransfer in sufficient detail, which shall and shall, if the Company so reasonably requests, be accompanied (except in transactions in compliance with Rule 144) by (a) an a written opinion of legal counsel reasonably acceptable to the Company, confirming effect that such the proposed transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if without registration under the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentenceSecurities Laws, whereupon the holder Holder of such the Securities shall be entitled to Transfer such transfer the Securities in accordance with the terms of the notice delivered by the holder Holder to the Company. Each certificate evidencing the Securities transferred as above provided shall bear the appropriate restrictive legend set forth above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for the Company such legend is not required in order to establish compliance with any provisions of the Securities Laws.

Notice of Proposed Transfers. Prior to any proposed Transfer of the Securities (other than a Transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (aA) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. Prior to any proposed Transfer of the Securities (other than a Transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (a) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.. ARTICLE 1.6

Notice of Proposed Transfers. Prior to any proposed Transfer of the Securities (other than a Transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "“accredited investor" ” within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's ’s intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (a) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (Cc) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's ’s agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. Prior to any proposed Transfer of the Securities (other than a Transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "“accredited investor" ” within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's ’s intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (a) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer is in compliance with and does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's ’s agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. Prior to any proposed Transfer of the Securities (other than a Transfer transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or and (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (aA) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. The Holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 8.4. Prior to any proposed Transfer transfer of the Securities any Restricted Securities, unless (other than a) there is in effect a Transfer (i) registered or exempt from registration statement under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within Act covering the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreementproposed transfer, or (iiib) to be made the Board of Directors of the Company excuses compliance with this Section 8.4 in reliance on Rule 144 under the Securities Act)writing, the holder Holder thereof shall give written notice to the Company of such holderHolder's intention to effect such Transfer, setting forth transfer. Each such notice shall describe the manner and circumstances of the proposed Transfertransfer in sufficient detail, which and shall be accompanied (except in pro rata distributions by the Holder to its partners or shareholders or transactions in compliance with Rule 144) by either (ai) an unqualified written opinion of legal counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance who shall be reasonably satisfactory to the Company addressed to ensure compliance with the provisions of the Securities Act Company and (C) letters reasonably satisfactory in form and substance reasonably satisfactory to the Company from each such transferee stating such transfereeCompany's agreement counsel, to be bound by the terms effect that the proposed transfer of this Agreement and the Registration Rights Agreement. Such proposed Transfer Restricted Securities may be effected only if without registration under the Company shall have received such notice of transferSecurities Act or any applicable state securities laws, opinion of counsel, representation letters and other letters referred or (ii) a "no action" letter from the Commission to in the immediately preceding sentence, whereupon effect that the holder distribution of such Securities shall be entitled to Transfer such Securities securities without registration will not result in accordance with a recommendation by the terms staff of the notice delivered by Commission that action be taken with respect thereto (and an equivalent letter or interpretive opinion from the holder to the Company.agency or agencies administering any applicable state securities laws),

Notice of Proposed Transfers. Prior to any proposed Transfer transfer of the Securities (Shares other than a Transfer transfer (i) registered or exempt from subject to an effective registration statement under the Securities 1933 Act, (ii) to an affiliate of a Purchaser the Subscriber which is an "accredited investor" within the meaning of Rule 501(a) under the Securities 1933 Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or and (iii) to be made in reliance on Rule 144 under the Securities 1933 Act), the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfertransfer, setting forth the manner and circumstances of the proposed Transfertransfer, which shall be accompanied by (a) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities 1933 Act, (B) satisfactory representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities 1933 Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities Shares shall be entitled to Transfer transfer such Securities Shares in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. Prior to any proposed ---------------------------- Transfer of the Securities (other than a Transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (a) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. The Holder of Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this subparagraph (e) and the other provisions of this Agreement, if applicable to the proposed transfer. Prior to any proposed Transfer transfer of the any Restricted Securities (other than a Transfer under circumstances described in subparagraph (if) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Acthereof), the holder Holder thereof shall give written notice to the Company Corporation of such holderHolder's intention to effect such Transfer, setting forth transfer. Each such notice shall describe the manner and circumstances of the proposed Transfertransfer in sufficient detail, which and shall be accompanied (except in transactions demonstrated to the Corporation's reasonable satisfaction to be in compliance with Rule 144 of the Commission, or any substantially identical successor rule of the Commission) by either (ai) an a written opinion of legal counsel who shall be reasonably acceptable satisfactory to the CompanyCorporation, confirming that such transfer does not give rise addressed to a violation of the Securities ActCorporation, (B) representation letters and reasonably satisfactory in form and substance reasonably satisfactory to the Company Corporation's counsel, to ensure compliance with the provisions effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act and any applicable state securities laws, or (Cii) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.a "no action" letter from

Notice of Proposed Transfers. Prior to any proposed Transfer transfer or sale of the Securities Shares (other than a Transfer transfer or sale (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfertransferor sale, setting forth the manner and circumstances of the proposed Transfertransfer or sale, which shall be accompanied by (aA) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer or sale does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer transfer or sale may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer transfer or sale such Securities in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. Prior to any proposed Transfer of the Securities (other than a Transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's ’s intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (a) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's ’s agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. (a) Prior to any proposed Transfer transfer or attempted transfer of any securities bearing the Securities legend in Section 6.1 (other than a Transfer (i) unless such securities properly have been registered or exempt from registration under the Securities Act, (ii) pursuant to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Acteffective registration statement), the holder thereof shall give Company written notice of its intention so to do, describing briefly the Company nature of any such holder's intention to effect such Transferproposed transfer. If, setting forth in the manner and circumstances of the proposed Transfer, which shall be accompanied by (a) an written opinion of counsel reasonably acceptable to the Companyfor holder, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company and its counsel, addressed to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such holder, the proposed Transfer transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder without registration of such Securities shall security, the securities proposed to be entitled to Transfer such Securities transferred may be transferred in accordance with the terms of said notice and in compliance with applicable state securities laws and regulations. Company shall not be required to effect any such transfer prior to the notice delivered receipt of such favorable opinion or opinions; provided that if the proposed transfer is governed by Rule 144 promulgated by the Commission, or any successor rule, such opinion shall not be required, but Company may prevent such transfer until it receives evidence satisfactory to it and its counsel that the transfer complies with Rule 144. Each transfer shall comply with all applicable Commissioner's rules and applicable state securities laws. (b) If, in the opinion of such counsel, the proposed transfer of such securities may not be effected without registration thereof under the Securities Act, such holder to shall not consummate the Companyproposed transfer.

Notice of Proposed Transfers. (a) Prior to any proposed Transfer transfer or attempted transfer of any securities bearing the Securities legend in Section 6.1 (other than a Transfer (i) unless such securities properly have been registered or exempt from registration under the Securities Act, (ii) pursuant to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Acteffective registration statement), the holder thereof shall give Company written notice of its intention so to do, describing briefly the Company nature of any such holder's intention to effect such Transferproposed transfer. If, setting forth in the manner and circumstances of the proposed Transfer, which shall be accompanied by (a) an written opinion of counsel reasonably acceptable to the Companyfor holder, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company and its counsel, addressed to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such holder, the proposed Transfer transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder without registration of such Securities shall security, the securities proposed to be entitled to Transfer such Securities transferred may be transferred in accordance with the terms of said notice and in compliance with applicable state securities laws and regulations. Company shall not be required to effect any such transfer prior to the notice delivered receipt of such favorable opinion or opinions; provided that if the proposed transfer is governed by Rule 144 promulgated by the Commission, or any successor rule, such opinion shall not be required, but Company may prevent such transfer until it receives evidence satisfactory to it and its counsel that the transfer complies with Rule 144. Each transfer shall comply with all applicable Commissioner’s rules and applicable state securities laws. (b) If, in the opinion of such counsel, the proposed transfer of such securities may not be effected without registration thereof under the Securities Act, such holder to shall not consummate the Companyproposed transfer.

Notice of Proposed Transfers. Prior to any proposed Transfer of the Securities (other than a Transfer (i) registered or exempt from registration under the Securities Act, . (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (aA) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.. ARTICLE X

Notice of Proposed Transfers. The holder of each certificate ---------------------------- representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4(c). Prior to any proposed Transfer transfer of the Securities (other than a Transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act)Restricted Securities, the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfer, setting forth transfer. Each such notice shall describe the manner and circumstances of the proposed Transfertransfer in sufficient detail, which and shall be accompanied by either (ai) an unqualified written legal opinion of addressed to the Company from counsel who shall be reasonably acceptable satisfactory to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters which opinion shall be reasonably satisfactory in form and substance reasonably satisfactory to the Company Company's legal counsel, to ensure compliance with the provisions effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act and any applicable state securities laws, or (Cii) letters in form a "no-action" letter from the Securities and substance reasonably satisfactory Exchange Commission (and any necessary state securities administrator) to the Company from each effect that the proposed transfer of such transferee stating such transferee's agreement to be bound securities without registration will not result in a recommendation by the terms staff of this Agreement and the Registration Rights Agreement. Such proposed Transfer may Commission (or such administrators) that action be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentencetaken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.transfer such

Notice of Proposed Transfers. Prior to any proposed Transfer of the Securities (other than a Transfer transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or and (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (aA) an opinion of counsel reasonably acceptable to the Companytransferor, confirming that such transfer does not give rise to a violation of the Securities ActAct (which requirement may be waived by the Company), (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. The holder of each Warrant and each share certificate representing the Common Stock underlying such Warrant, and any other Restricted Securities issued in respect of the Securities as described in Section 8(b), by acceptance thereof agrees to comply in all respects with the provisions of this Section 8. Prior to any proposed Transfer sale, assignment, transfer or pledge of the Securities (other than any Restricted Securities, unless there is in effect a Transfer (i) registered or exempt from registration statement under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within Act covering the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act)proposed transfer, the holder thereof shall give written notice to the Company issuer thereof of such holder's intention to effect such Transfertransfer, setting forth sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed Transfertransfer, which shall sale, assignment or pledge in sufficient detail, and shall, if reasonably requested by the issuer, be accompanied accompanied, at such holder's expense by either (ai) an written opinion of legal counsel reasonably acceptable to the Companywho shall be, confirming that such transfer does not give rise to a violation of the Securities Actand whose legal opinion shall be, (B) representation letters in form and substance reasonably satisfactory to the Company addressed to ensure compliance with the provisions Company, to the effect that the proposed transfer of the Restricted Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if without registration under the Company shall have received Securities Act, or (ii) a "no action" letter from the Securities and Exchange Commission (the "Commission") to the effect that the transfer of such notice securities without registration will not result in a recommendation by the staff of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentenceCommission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to Transfer transfer such Securities Restricted securities in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. Prior to any proposed Transfer of the Securities (other than a Transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's holder`s intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (aA) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's transferee`s agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. Prior to any proposed Transfer sale, assignment, ---------------------------- transfer or pledge of the any Restricted Securities (other than a Transfer (i) registered or exempt from "Transfer"), and unless there -------- is in effect a registration statement under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within Act covering the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act)proposed Transfer, the holder thereof prospective transferor shall give written notice to the Company (a "Transfer Notice") of such holder's intention to effect such --------------- Transfer, setting forth . Each such Transfer Notice shall describe the manner and circumstances of the proposed TransferTransfer in sufficient detail, which including the identity of the proposed transferee and the consideration, if any, to be paid in connection therewith. The Transfer Notice shall be accompanied accompanied, at such holder's expense, by either (ai) an a written opinion of legal counsel (who shall be, and whose legal opinion shall be, reasonably acceptable satisfactory to the Company) addressed to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with effect that the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if without registration under the Company shall have received such notice of transferSecurities Act, opinion of counsel, representation letters and other letters referred or (ii) a "no action" letter from the Commission Staff to the effect that the proposed Transfer without registration will not result in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered a recommendation by the holder Commission Staff that action be taken with respect thereto. The Company will not require opinions of counsel for transactions made pursuant to the CompanyCommission Rule 144 except in unusual circumstances.

Notice of Proposed Transfers. Prior to any proposed Transfer ---------------------------- of the Securities Shares (other than a Transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (a) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities Shares shall be entitled to Transfer such Securities Shares in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. Prior to any proposed Transfer transfer of the Securities (Shares other than a Transfer transfer (i) registered or exempt from registration under the Securities 1933 Act, (ii) to an affiliate of a Purchaser the Purchasers which is an "accredited investor" within the meaning of Rule 501(a) under the Securities 1933 Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or and (iii) to be made in reliance on Rule 144 under the Securities 1933 Act), the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfertransfer, setting forth the manner and circumstances of the proposed Transfertransfer, which shall be accompanied by (a) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities 1933 Act, (B) satisfactory representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities 1933 Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities Shares shall be entitled to Transfer transfer such Securities Shares in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. Prior to any proposed Transfer of the Securities (other than a Transfer transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided PROVIDED that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or and (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (aA) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company.

Notice of Proposed Transfers. The holder of each certificate ---------------------------- representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 3. Prior to any proposed Transfer sale, assignment, transfer or pledge of the any Restricted Securities (other than a Transfer (i) registered or exempt from transfer not involving a change in beneficial ownership), unless there is in effect a registration statement under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within Act covering the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities Act)proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfersale, setting forth transfer, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed Transfersale, which transfer, assignment or pledge in reasonable detail, and shall be accompanied accompanied, at such holder's expense by either (ai) an unqualified written opinion of legal counsel reasonably acceptable to the Companywho shall be, confirming that such transfer does not give rise to a violation of the Securities Actand whose legal opinion shall be, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory addressed to the Company from each such transferee stating such transferee's agreement (it being acknowledged that Xxxxxx Xxxxxx LLP is acceptable counsel), to be bound by the terms effect that the proposed transfer of this Agreement and the Registration Rights Agreement. Such proposed Transfer Restricted Securities may be effected only if without registration under the Company shall have received Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such notice securities without registration will not result in a recommendation by the staff of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentenceCommission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to Transfer transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company.the

Notice of Proposed Transfers. Prior Five Business Days prior to any proposed Transfer of the Securities any Notes (other than a Transfer Transfers of Notes (i) registered or exempt from registration under the Securities Act, Act of (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or (iii) to be made in reliance on Rule 144 under the Securities ActPermitted Transferee), the holder Holder thereof shall give written notice to the Company Holdings of such holderHolder's intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which and shall be accompanied by (aA) an opinion of counsel reasonably acceptable satisfactory to Holdings addressed to Holdings to the Company, confirming effect that the proposed Transfer of such transfer does not give rise to a violation of Notes may be effected without registration under the Securities Act, (B) such representation letters in form and substance reasonably satisfactory to the Company Holdings to ensure compliance with the provisions of the Securities Act Act, and (C) such letters in form and substance reasonably satisfactory to the Company Holdings from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company Holdings shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities Notes shall be entitled to Transfer such Securities Notes in accordance with the terms of the notice delivered by the holder to Holdings. Each certificate evidencing the Company.Notes transferred as above provided shall bear the legend set forth in Section 7.2

Notice of Proposed Transfers. Prior to any proposed Transfer of the Securities (other than OTHER THAN a Transfer transfer (i) registered or exempt from registration under the Securities Act, (ii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement and the Registration Rights Agreement, or and (iii) to be made in reliance on Rule 144 under the Securities Act), the holder thereof shall give written notice to the Company of such holder's intention to effect such Transfer, setting forth the manner and circumstances of the proposed Transfer, which shall be accompanied by (aA) an opinion of counsel reasonably acceptable to the Company, confirming that such transfer does not give rise to a violation of the Securities Act, (B) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (C) letters in form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the terms of this Agreement and the Registration Rights Agreement. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, opinion of counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the holder of such Securities shall be entitled to Transfer such Securities in accordance with the terms of the notice delivered by the holder to the Company. ARTICLE X ADDITIONAL AGREEMENTS AMONG THE PARTIES SECTION