Common use of Notice of Proposed Transfers Clause in Contracts

Notice of Proposed Transfers. Holder, by acceptance of each certificate representing Restricted Securities, agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed transfer of any Restricted Securities, unless there is, in effect, a registration statement under the Securities Act covering the proposed transfer, Holder shall give written notice to the Company of 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, if the Company so requests, be accompanied (except in transactions in compliance with Rule 144 promulgated by the Commission under the Securities Act) by a written opinion of legal counsel, 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, whereupon Holder shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by Holder to the Company. Each certificate evidencing the Restricted Securities, transferred in accordance with this Section 4, shall bear the appropriate restrictive legend set forth in Section 3 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 Act.

Notice of Proposed Transfers. Holder, by acceptance The holder of each certificate representing Restricted Securities, Registrable Securities (as defined in Section 2.1 below) by acceptance thereof agrees to comply in all respects with the provisions of this Section 41.2. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Registrable Securities, unless there is, is in effect, effect a registration statement under the Securities 1933 Act covering the proposed transfer, Holder the holder thereof shall give written notice to the Company of Holder's such holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer transfer, sale, assignment or pledge in sufficient detail, and shall, if the Company so requests, shall be accompanied (except in transactions in compliance with Rule 144 promulgated by the Commission under the Securities Act) at such holder’s expense by a written opinion of legal counselcounsel who shall, who shall and whose legal opinion shall, be reasonably satisfactory to the Company, 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 Registrable Securities may be effected without registration under the Securities 1933 Act; provided, whereupon Holder however, that no such written opinion of legal counsel shall be entitled required in connection with transfers of Registrable Securities by any Investor to transfer any current or former manager, member, limited partner, general partner, stockholder or officer of such Restricted Securities in accordance with the terms of the notice delivered by Holder to the CompanyInvestor. Each certificate evidencing the Restricted SecuritiesRegistrable Securities transferred as above provided shall bear, transferred in accordance with this Section 4except if such transfer is made pursuant to Rule 144, shall bear the appropriate restrictive legend set forth in Section 3 1.1 above, except that such certificate shall not bear such restrictive legend if, if in the opinion of counsel for such holder and the Company, Company such legend is not required in order to establish compliance with any provisions of the Securities 1933 Act.

Notice of Proposed Transfers. Holder, by acceptance of each certificate representing Restricted Securities, agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed transfer Transfer or attempted Transfer of any Restricted SecuritiesSecurity, unless there is, in effect, a registration statement under the Securities Act covering the proposed transfer, Holder Stockholder of such Security shall (i) give ten (10) days’ prior written notice (a “Transfer Notice”) to the Company Corporation of Holder's such Stockholder’s intention to effect such transfer. Each such notice shall describe Transfer, describing the manner and circumstances of the proposed transfer in sufficient detailTransfer, and shall, if (ii) either (A) provide to the Company so requests, be accompanied (except in transactions in compliance with Rule 144 promulgated by Corporation an opinion reasonably satisfactory to the Commission under the Securities Act) by a written opinion of legal counsel, Corporation from counsel who shall be reasonably satisfactory to the Company, addressed Corporation (or supply such other evidence reasonably satisfactory to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect Corporation) that the proposed transfer Transfer of the Restricted Securities such Security may be effected without registration under the Securities Act, whereupon Holder or (B) certify to the Corporation that the Stockholder reasonably believes the proposed transferee is a “qualified institutional buyer” and that such Stockholder has taken reasonable steps to make the proposed transferee aware that such Stockholder may rely on Rule 144A under the Securities Act in effecting such Transfer. Within five (5) days after its receipt of the Transfer Notice and opinion (if required) or certification, the Corporation shall so notify the Stockholder of such Security and such Stockholder shall thereupon be entitled to transfer Transfer such Restricted Securities Security in accordance with the terms of the notice delivered by Holder to the CompanyTransfer Notice. Each certificate evidencing the Restricted Securities, transferred in accordance with this Section 4, Security issued upon such Transfer shall bear the appropriate restrictive legend set forth in Section 3 above4.2(a), except that such certificate shall not bear such restrictive legend if, unless in the opinion of the Corporation or such counsel for the Company, such legend is not required in order to establish ensure compliance with any provisions of the Securities Act. The Stockholder of the Security giving the Transfer Notice shall not be entitled to Transfer such Security until receipt of the notice from the Corporation under this Section 4.3.

Notice of Proposed Transfers. Holder, by acceptance The holder of each certificate ---------------------------- representing Restricted Securities, Securities agrees to comply in all respects with the provisions of this Section 42.3. Prior to any proposed transfer of any Restricted Securities, Securities (unless there is, is in effect, effect a registration statement under the Securities Act covering the proposed transfer), Holder the holder thereof shall give written notice to the Company of Holdersuch 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, if the Company so requests, be accompanied (except in transactions in compliance with Rule 144 promulgated 144) shall be accompanied by the Commission under the Securities Acteither (i) by a written opinion of legal counsel, counsel who shall be reasonably satisfactory to the Company, 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, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon Holder the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by Holder the holder to the Company. Each certificate evidencing the Restricted Securities, Securities transferred in accordance with this Section 4, pursuant to the above shall bear the appropriate restrictive legend set forth in Section 3 2.2 above, except that such certificate shall not bear such restrictive legend iflegend, 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 Act.

Notice of Proposed Transfers. Holder, by acceptance The holder of each certificate representing Restricted Securities, Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 46.4. Prior to any proposed transfer of any Restricted Securities, unless there is, in effect, a registration statement under the Securities Act covering the proposed transfer, Holder holder thereof shall give written notice to the Company of Holdersuch 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, if the Company so requests, shall be accompanied (except in transactions in compliance with Rule 144 promulgated by the Commission under the Securities Act144) by a written opinion of legal counsel, counsel 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, whereupon Holder the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by Holder the holder to the Company. Each certificate evidencing the Restricted Securities, Securities transferred in accordance with this Section 4, as above provided shall bear the appropriate restrictive legend set forth in Section 3 6.3 above, except that such certificate shall not bear such restrictive legend if, in if the opinion of counsel for letter referred to above is to the Company, further effect that such legend is not required in order to establish compliance with any provisions provision of the Securities Act.

Notice of Proposed Transfers. Holder, by acceptance The holder of each certificate representing Restricted Securities, Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4Agreement. Prior to any proposed transfer of any Restricted SecuritiesSecurities (other than under circumstances described in Sections 4.1, unless there is4.2 and 4.3), in effect, a registration statement under the Securities Act covering the proposed transfer, Holder holder thereof shall give written notice to the Company of Holdersuch 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, if the Company so requests, shall be accompanied (except in transactions in compliance with Rule 144 promulgated by the Commission under the Securities Act144) by a written opinion of legal counsel, counsel 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 ActAct and applicable state securities laws whereupon the holder of such Restricted Securities, whereupon Holder shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by Holder the holder to the Company. Each certificate evidencing the Restricted Securities, Securities transferred in accordance with this Section 4, as above provided shall bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if, in above unless the opinion of counsel for referred to above is to the Company, further effect that no such legend is not required in order to establish compliance with any provisions of the Securities ActAct or applicable state securities laws.

Notice of Proposed Transfers. HolderThe Holder of this Warrant, by acceptance of each certificate representing Restricted Securitieshereof, agrees to comply in all respects with the provisions of this Section 47. Prior to any proposed transfer of this Warrant or any Restricted SecuritiesWarrant Shares, unless there is, is in effect, effect a registration statement under the Securities Act covering the proposed transfer, the Holder of such securities shall give written notice to the Company Corporation 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, if the Company so requests, shall be accompanied (except in transactions in compliance with Rule 144 promulgated by the Commission under the Securities Act144) by either (i) a written opinion of legal counsel, counsel who shall be reasonably satisfactory to the Company, Corporation addressed to the Company Corporation and reasonably satisfactory in form and substance to the CompanyCorporation's counsel, to the effect that the proposed transfer of the Restricted Securities Warrant and/or Warrant Shares may be effected without registration under the Securities Act, or (ii) a "no action" letter from the U.S. Securities and Exchange Commission (the "Commission") to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that enforcement action be taken with respect thereto, whereupon the Holder of such securities shall be entitled to transfer such Restricted Securities securities in accordance with the terms of the notice delivered by the Holder to the CompanyCorporation. Each new certificate evidencing the Restricted Securities, Warrant and/or Warrant Shares so transferred in accordance with this Section 4, shall bear the appropriate restrictive legend legends set forth in Section 3 6(f) above, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for the CompanyCorporation, such legend is not required in order to establish or assist in compliance with any provisions of the Securities ActAct or any applicable state securities laws.

Notice of Proposed Transfers. Holder, by acceptance The Holder of each certificate representing Restricted Securities, Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 49(c). Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is, is in effect, effect a registration statement under the Securities Act covering the proposed transfer, the Holder thereof shall give written notice to the Company of Holdersuch Xxxxxx's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer transfer, sale, assignment or pledge in sufficient detail, and shall, if the Company so requests, shall be accompanied (except in transactions in compliance with Rule 144 promulgated accomplished at such Xxxxxx's expense by the Commission under the Securities Act) by a an unqualified written opinion of legal counsel, counsel who shall be be, and whose legal opinion 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, whereupon the Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by Holder the holder to the Company. Each certificate evidencing the Restricted SecuritiesSecurities transferred as above provided shall bear, transferred in accordance with this Section 4except if such transfer is made pursuant to Rule 144, shall bear the appropriate restrictive legend set forth in Section 3 9(b) above, except that such certificate shall not bear such restrictive legend if, if in the opinion of counsel for such holder and the Company, Company such legend is not required in order to establish compliance with any provisions of the Securities Act.

Notice of Proposed Transfers. Holder, by acceptance The Holder of each certificate representing Restricted Securities, Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 46.3. Prior to any proposed transfer of any Restricted SecuritiesSecurities (other than under circumstances described in Sections 1.2, unless there is1.3 and 1.5), in effect, a registration statement under the Securities Act covering the proposed transfer, Holder shall thereof will give written notice to the Company of such Holder's ’s intention to effect such transfer. Each such notice shall will describe the manner and circumstances of the proposed transfer in sufficient detail, and shall, if the Company so requests, will be accompanied (except in transactions in compliance with Rule 144 144(k) promulgated by the Commission under the Securities ActAct or for a transfer to a holder’s spouse, ancestors, descendants or a trust for any of their benefit, or in transactions involving the distribution without consideration of Restricted Securities by a Holder to any of its partners or retired partners or to the estate of any of its partners or retired partners) by either: (i) a written opinion of legal counsel, counsel to the Holder who shall will be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's ’s counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities ActAct 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, whereupon the Holder shall of such Restricted Securities will 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, Securities transferred in accordance with this Section 4, shall as above provided will bear the appropriate restrictive legend set forth in Section 3 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 Act6.2.

Notice of Proposed Transfers. Holder, by acceptance The holder of each certificate representing Restricted Securities, Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed transfer of any Restricted Securities, unless there is, is in effect, effect a registration statement under the Securities Act covering the proposed transfer, Holder the holder thereof shall give written notice to the Company of such Holder's ’s intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shallmay be accompanied, if the Company so requests, be accompanied (except in transactions in compliance with Rule 144 promulgated reasonably requested by the Commission under the Securities ActCompany, by either (i) by a written opinion of legal counsel, who shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's ’s counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities ActAct or (ii) a “No Action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon Holder the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by Holder the holder to the Company. Each certificate evidencing the Restricted Securities, Securities transferred in accordance with this Section 4, as above provided shall bear the appropriate restrictive legend set forth in Section 3 legends described above, except that such certificate shall not bear any such restrictive legend if, if in the opinion of counsel for the Company, Company such legend is not required in order to establish compliance with any provisions of the Securities Actrequired.

Notice of Proposed Transfers. Holder, by acceptance The holder of each certificate representing Restricted Securities, Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 42.3. Prior to any proposed sale, assignment, transfer or pledge of any Restricted SecuritiesSecurities (other than (i) a transfer not involving a change in beneficial ownership, (ii) in transactions involving the distribution without consideration of Restricted Securities by the holder to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, or (iii) in transactions in compliance with Rule 144), unless there is, is in effect, effect a registration statement under the Securities Act covering the proposed transfer, Holder the holder thereof shall give written notice to the Company of Holdersuch holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer transfer, sale, assignment or pledge in sufficient detail. Such transfer, and shallsale, if assignment or pledge must be approved by counsel to the Company so requests, be accompanied (except in transactions as being in compliance with Rule 144 promulgated by the Commission under the Securities Act) by a written opinion of legal counselapplicable securities laws, who shall such approval not to 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, whereupon Holder shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by Holder to the Companyunreasonably withheld. Each certificate evidencing the Restricted SecuritiesSecurities transferred as above provided shall bear, transferred in accordance with this Section 4except if such transfer is made pursuant to Rule 144, shall bear the appropriate restrictive legend set forth in Section 3 2.2 above, except that such certificate shall not bear such restrictive legend if, if in the opinion of counsel for such holder and the Company, Company such legend is not required in order to establish compliance with any provisions provision of the Securities Act.

Notice of Proposed Transfers. Holder, by acceptance of each certificate representing Restricted Securities, agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed transfer or attempted transfer of any Restricted SecuritiesSecurities pursuant to this Agreement, unless there is, in effect, a registration statement under the Securities Act covering the proposed transfer, Holder holder thereof shall give written notice to the Company Issuer of Holdersuch holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail. Upon receipt of such notice, and shall, if the Company so requests, be accompanied (except in transactions in compliance with Rule 144 promulgated by the Commission under the Securities Act) by a written Issuer may request an opinion of legal counsel, who shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, counsel of such holder to the effect that the such proposed transfer of the Restricted Securities may be effected without registration of the Restricted Securities under the Securities Act. Upon receipt by the Issuer of such opinion, whereupon Holder or if the Issuer does not request such an opinion, within three (3) Business Days after the Issuer receives notice of the proposed transfer, such holder shall thereupon be entitled to transfer such Restricted Securities in accordance with the precise terms and conditions of the notice delivered by such Holder to the CompanyIssuer. Each certificate evidencing the Restricted Securities, Securities thus to be transferred in accordance with this Section 4, (and each certificate evidencing any untransferred balance of the Restricted Securities evidenced by such Restricted Certificate) shall bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend ifunless, in the reasonable opinion of counsel for to the CompanyIssuer, pursuant to Rule 144 of the Securities Act such legend is not required in order to establish insure compliance with any provisions of the Securities Act.

Notice of Proposed Transfers. Holder, by acceptance The holder of each certificate representing Restricted Securities, Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4Agreement. Prior to any proposed transfer of any Restricted SecuritiesSecurities (other than under circumstances described in Sections 4, unless there is5 and 6 hereof), in effect, a registration statement under the Securities Act covering the proposed transfer, Holder holder thereof shall give written notice to the Company of Holdersuch 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, if the Company so requests, shall be accompanied (except in transactions in compliance with Rule 144 promulgated by the Commission under the Securities Act144) by a written opinion of legal counsel, counsel 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 ActAct and applicable state securities laws whereupon the holder of such Restricted Securities, whereupon Holder shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by Holder the holder to the Company. Each certificate evidencing the Restricted Securities, Securities transferred in accordance with this Section 4, as above provided shall bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if, in above unless the opinion of counsel for referred to above is to the Company, further effect that no such legend is not required in order to establish compliance with any provisions of the Securities ActAct or applicable state securities laws.

Notice of Proposed Transfers. Holder, by acceptance The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 42. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is, is in effect, effect a registration statement under the Securities Act covering the proposed transfer, Holder the holder thereof shall give written notice to the Company of Holder's such holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer transfer, sale, assignment or pledge in sufficient detail, and shall, if whereupon the Company so requests, be accompanied (except in transactions in compliance with Rule 144 promulgated by the Commission under the Securities Act) by a written opinion holder of legal counsel, 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 such Restricted Securities may be effected without registration under the Securities Act, whereupon Holder shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by Holder the holder to the Company. Each certificate evidencing the Restricted SecuritiesSecurities transferred as above provided shall bear, transferred in accordance with this Section 4except if such transfer is made pursuant to Rule 144, shall bear the appropriate restrictive legend legends set forth in this Section 3 above2, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities ActAct or this Agreement.

Notice of Proposed Transfers. Holder, by acceptance The Holder of each certificate representing Restricted Securities, Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 47(c). Prior Subject to Section 7(a) above, prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is, is in effect, effect a registration statement under the Securities Act covering the proposed transfer, the Holder thereof shall give written notice to the Company of such Holder's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer transfer, sale, assignment or pledge in sufficient detail, and shall, if the Company so requests, shall be accompanied (except in transactions in compliance with Rule 144 promulgated accomplished at such Holder’s expense by the Commission under the Securities Act) by a an unqualified written opinion of legal counsel, counsel who shall be reasonably satisfactory addressed 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, whereupon the Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by Holder the holder to the Company. Each certificate evidencing the Restricted SecuritiesSecurities transferred as above provided shall bear, transferred in accordance with this Section 4except if such transfer is made pursuant to Rule 144, shall bear the appropriate restrictive legend set forth in Section 3 7(b) above, except that such certificate shall not bear such restrictive legend if, if in the opinion of counsel for such holder and the Company, Company such legend is not required in order to establish compliance with any provisions of the Securities Act.

Notice of Proposed Transfers. Holder, by acceptance The Holder of each certificate representing Restricted Securities, Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 44.3. Prior to any proposed transfer of any Restricted SecuritiesSecurities (other than under circumstances described in Sections 1.2, unless there is1.3 and 1.4), in effect, a registration statement under the Securities Act covering the proposed transfer, Holder shall thereof will give written notice to the Company of such Holder's ’s intention to effect such transfer. Each such notice shall will describe the manner and circumstances of the proposed transfer in sufficient detail, and shall, if the Company so requests, will be accompanied upon reasonable request (except in transactions in compliance with Rule 144 144(k) promulgated by the Commission under the Securities ActAct and except for transfers of shares to an Affiliate of Holder) by either: (i) a written opinion of legal counselcounsel to the Holder, who which counsel shall be reasonably satisfactory to the CompanyCompany and its counsel, addressed to the Company and reasonably satisfactory in form and substance to the Company's ’s counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, 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, whereupon the Holder shall of such Restricted Securities will 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, Securities transferred in accordance with this Section 4, shall as above provided will bear the appropriate restrictive legend set forth in Section 3 above4.2, except that such certificate shall will not bear such restrictive legend if, in if the opinion of counsel for the Company, or “no-action” letter referred to above expressly indicates that such legend is not required in order to establish compliance with any provisions of the Securities ActAct or if such legend is no longer required pursuant to Rule 144(k).

Notice of Proposed Transfers. Holder, by acceptance The holder of each certificate representing Restricted Securities, Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4Agreement. Prior to any proposed transfer of any Restricted SecuritiesSecurities (other than under circum stances described in Section 4 hereof), unless there is, in effect, a registration statement under the Securities Act covering the proposed transfer, Holder holder thereof shall give written notice to the Company of Holdersuch 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, if the Company so requests, shall be accompanied (except in transactions in compliance with Rule 144 promulgated by the Commission under the Securities Act144) by a written opinion of legal counsel, counsel 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, Act and applicable state securities laws whereupon Holder the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by Holder the holder to the Company. Each certificate evidencing the Restricted Securities, Securities transferred in accordance with this Section 4, as above provided shall bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if, in above unless the opinion of counsel for referred to above is to the Company, further effect that no such legend is not required in order to establish compliance with any provisions of the Securities ActAct or applicable state securities laws.

Notice of Proposed Transfers. Holder, by acceptance The Holder of each certificate representing Restricted Securities, Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed transfer of any Restricted Securities, unless there is, is in effect, effect a registration statement under the Securities Act covering the proposed transfer, 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, if the Company so requests, be accompanied (except in transactions in compliance with Rule 144 promulgated by the Commission under the Securities Act144) by a written opinion of legal counsel, counsel 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, whereupon 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; provided, however, that no opinion need be obtained with respect to a transfer to an "affiliate" of a Holder of Restricted Securities (as that term is defined in Rule 405 promulgated by the Commission under the Securities Act). Each certificate evidencing the Restricted Securities, Securities transferred in accordance with this Section 4, as above provided shall bear the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if, if in the opinion of counsel for the Company, Company such legend is not required in order to establish compliance with any provisions of the Securities Act.

Notice of Proposed Transfers. Holder, The holder of this Warrant or any Shares by acceptance of each certificate representing Restricted Securities, hereof or thereof agrees to comply in all respects respect with the provisions of this Section 4Section. Prior to any proposed transfer of this Warrant or any Restricted SecuritiesShares, unless there is, in effect, a registration statement under the Securities Act covering the proposed transfer, Holder holder hereof or thereof shall give written notice to the Company of Holdersuch holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances circumstance of the proposed transfer in sufficient reasonable detail, and shall, if the Company so requests, shall be accompanied by (except in transactions in compliance with Rule 144 promulgated by the Commission under the Securities Acta) by a written opinion of legal counsel, who shall be counsel 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 Act or (b) written assurance from the staff of the Securities and Exchange Commission (the "Commission") that it will not recommend that any action be taken by the Commission in the event such transfer is effected without registration under the Act. Such proposed transfer may be effected only if the Company shall have received such notice and such opinion of counsel or written assurance, whereupon Holder the holder of this Warrant or the Shares shall be entitled to transfer such Restricted Securities this Warrant or the Shares in accordance with the terms of the notice delivered by Holder the holder to the Company. Each certificate evidencing this Warrant or the Restricted Securities, Shares transferred in accordance with this Section 4, as above provided shall bear the appropriate restrictive legend set forth in Section 3 above3.2, except that such certificate shall not bear such restrictive legend if, in if the opinion of counsel for or written assurance referred to above is to the Company, further effect that neither such legend is not nor the restriction on transfer in this Article are required in order to establish ensure compliance with any provisions of the Securities Act.