Common use of Notice of Proposed Transfers Clause in Contracts

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 of any Restricted Securities (other than under circumstances described in Sections 8.5, 8.6 and 8.8 hereof), the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except in transactions in compliance with Rule 144) by either (i) a written opinion of Debevoise & Xxxxxxxx or 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, or (ii) a "no action" letter from the Commission to the effect that the proposed 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 the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 8.3 above, except that such certificate shall not bear such restrictive legend if the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act.

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 (a) Ten days prior to any proposed transfer of any Restricted Securities Transfer (other than Transfers of Notes (i) registered under circumstances described the Securities Act, (ii) to an Affiliate of DLJSC or a general partnership in Sections 8.5which DLJSC, 8.6 and 8.8 hereof)or any of its Affiliates is one of the general partners or (iii) to be made in reliance on Rule 144A under the Securities Act) of any Notes, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer. Each such notice shall describe Transfer, setting forth the manner and circumstances of the proposed transfer in sufficient detailTransfer, and which notice shall be accompanied by (except in transactions in compliance with Rule 144A) by either (i) a written an opinion of Debevoise & Xxxxxxxx or legal the proposed transferee's 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 Transfer of the Restricted Securities such Notes may be effected without registration under the Securities Act, or (iiB) a "no action" letter from the Commission such representation letters in form and substance reasonably satisfactory to the effect that Company to ensure compliance with the proposed transfer provisions of the Securities Act and (C) such securities without registration will not result letters in a recommendation form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the staff terms of this Agreement. Such proposed Transfer may be effected only if the Commission that action be taken with respect theretoCompany 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 Restricted Securities Notes shall be entitled to transfer Transfer such Restricted Securities Notes in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities Note transferred as above provided shall bear the appropriate restrictive legend set forth in Section 8.3 above, SECTION 8.2(a) except that such certificate Note shall not bear such restrictive legend if the opinion of counsel or "no-action" letter referred to above is to the further effect that neither such legend is not nor the restrictions on Transfer in SECTIONS 8.1 through 8.3 are required in order to establish ensure compliance with any the provisions of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate ---------------------------- representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions provision of this Section 8.4. Prior to any proposed transfer of any Restricted Securities (other than under circumstances described in Sections 8.5, 8.6 8.5 and 8.8 hereof8.6), the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except in transactions in compliance with Rule 144) by either (i) a written opinion of Debevoise & Xxxxxxxx or 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, or (ii) a "no action" letter from the Commission to the effect that the proposed transfer 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 of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 8.3 above, except that such certificate shall not bear such restrictive legend if the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act.

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 of any Restricted Securities (other than under circumstances described in Sections 8.5, 8.6 8.5 and 8.8 hereof8.6), the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except in transactions in compliance with Rule 144) by either (i) a written opinion of Debevoise Xxxxxx & XxXxxxx or Xxxx, Forward, Xxxxxxxx & Scripps or other 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, or (ii) a "no action" letter from the Commission to the effect that the proposed transfer 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 where-upon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 8.3 above, except that such certificate shall not bear such restrictive legend if the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act.

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 8.46. Prior to any proposed transfer Transfer of any Restricted Securities (other than unless such Restricted Securities shall have been registered under circumstances described in Sections 8.5, 8.6 and 8.8 hereofthe Securities Act), the holder thereof shall give written notice to the Company of such holder's intention to effect such transferTransfer. Each such notice shall describe the manner and circumstances of the proposed transfer Transfer in sufficient detail, and shall be accompanied (except in transactions in compliance with Rule 144) by either (i) a written opinion of Debevoise & Xxxxxxxx or legal Holder's counsel who 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 counsel, to the effect that the proposed transfer 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 proposed transfer 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 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. Each certificate evidencing the Restricted Securities transferred Transferred as above provided in this Section 6.3 shall bear the appropriate restrictive legend set forth in Section 8.3 6.2 above, except that such certificate shall not bear such restrictive legend if the opinion of counsel or "no-no action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act.

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 of any Restricted Securities ---------------------------- this Warrant or the shares of Common Stock received on the exercise of this Warrant (other than under circumstances described in Sections 8.5, 8.6 and 8.8 hereofthe "securities"), unless there is in effect a registration statement under the holder securities Act of 1933, as amended (the "securities Act"), covering the pro-posed transfer, the Holder thereof shall give written notice to the Company of such holderHolder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall shall, if the Company so requests, be accompanied (except in transactions transaction in compliance with Rule 144) by either (i) a an unqualified written opinion of Debevoise & Xxxxxxxx or legal 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 securities may be effected without registration under the Securities securities Act, or (ii) a "no action" letter from the Commission to the effect that the proposed 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 the holder Holder of such Restricted Securities the securities shall be entitled to transfer such Restricted Securities the securities in accordance with the terms of the notice delivered by the holder Holder to the Company. Each certificate evidencing the Restricted Securities securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 8.3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel or "no-action" letter referred to above is to for the further effect that Company such legend is not required in order to establish compliance with any provisions of the Securities securities Act.

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 of any Restricted Securities or Class A Common Stock issued upon conversion thereof (other than under circumstances described in Sections 8.5, 8.6 and 8.8 hereofpursuant to an effective registration statement), the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except in transactions in compliance with Rule 144144 or Rule 144A) by either (i) a written opinion of Debevoise & Xxxxxxxx or legal counsel for the holder, obtained at the holder's sole cost and expense, 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 or Class A Common Stock issued upon conversion thereof may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission SEC to the effect that the proposed transfer distribution of such securities without registration will not result in a recommendation by the staff of the Commission SEC that action be taken with respect thereto, whereupon the holder of such Restricted Securities or Class A Common Stock issued upon conversion thereof shall be entitled to transfer such Restricted Securities shares in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities or Class A Common Stock issued upon conversion thereof transferred as above provided provided, shall bear the appropriate restrictive legend set forth in Section 8.3 4.2 above, except that such certificate shall not bear such restrictive legend if unless the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act.

Notice of Proposed Transfers. The holder Holder of each certificate representing Restricted Securities this Warrant, by acceptance thereof hereof, agrees to comply in all respects with the provisions of this Section 8.47. Prior to any proposed transfer of this Warrant or any Restricted Warrant Shares, unless there is in effect a registration statement under the Securities (other than under circumstances described in Sections 8.5, 8.6 and 8.8 hereof)Act covering the proposed transfer, the holder thereof Holder of such securities shall give written notice to the Company Corporation of such holderHolder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except in transactions in compliance with Rule 144) by either (i) a written opinion of Debevoise & Xxxxxxxx or legal counsel who which 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 Commission to the effect that the proposed 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 Holder of such Restricted Securities securities shall be entitled to transfer such Restricted Securities securities in accordance with the terms of the notice delivered by the holder Holder to the CompanyCorporation. Each new certificate evidencing the Restricted Securities Warrant and/or Warrant Shares so transferred as above provided shall bear the appropriate restrictive legend legends set forth in Section 8.3 7 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel or "no-action" letter referred to above is to for the further effect that Corporation, 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. The holder of each certificate ---------------------------- representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 8.42.4. Prior to any proposed transfer of any Restricted Securities (other than under circumstances described in Sections 8.52.5, 8.6 2.6 and 8.8 hereof2.8), the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except in transactions in compliance with Rule 144144 under the Act) by either (ia) a written opinion of Debevoise & Xxxxxxxx or 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, or (iib) a "no no-action" letter from the Commission to the effect that the proposed transfer 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 of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities transferred as provided above provided shall bear the appropriate restrictive legend set forth in Section 8.3 above2.3, except that such certificate shall not bear such restrictive legend if the opinion of counsel or "no-action" letter referred to above is to the further effect that unless such legend is not required may be removed in order to establish compliance accordance with any provisions of the Securities ActSection 2.3.

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 of any Restricted Securities (other than under circumstances described in Sections 8.5, 8.6 8.7 and 8.8 8.15 hereof), the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except in transactions in compliance with Rule 144) by either (i) a written opinion of Debevoise & Xxxxxxxx or 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, ; or (ii) a "no action" letter from the Commission to the effect that the proposed transfer 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 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 tile Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 8.3 above, except that such certificate shall not bear such restrictive legend if the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities this Warrant or any Shares by acceptance hereof or thereof agrees to comply in all respects respect with the provisions of this Section 8.4Section. Prior to any proposed transfer of this Warrant or any Restricted Securities (other than under circumstances described in Sections 8.5, 8.6 and 8.8 hereof)Shares, the holder hereof or 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 circumstance of the proposed transfer in sufficient reasonable detail, and shall be accompanied by (except in transactions in compliance with Rule 144) by either (ia) a written opinion of Debevoise & Xxxxxxxx or 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, Act or (iib) a "no action" letter written assurance from the Commission to the effect that the proposed transfer of such securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission (the "Commission") that it will not recommend that any action be taken with respect theretoby 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 the holder of such Restricted Securities 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 the holder to the Company. Each certificate evidencing this Warrant or the Restricted Securities Shares transferred as above provided shall bear the appropriate restrictive legend set forth in Section 8.3 above3.2, except that such certificate shall not bear such restrictive legend if the opinion of counsel or "no-action" letter written assurance referred to above is to the 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.

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 of any Restricted Securities (other than under circumstances described in Sections 8.5, 8.6 and 8.8 hereof), the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except in transactions in compliance with Rule 144) by either (i) a written opinion of Debevoise Xxxx & Xxxxxxxx Xxxx, LLP or 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, or (ii) a "no action" letter from the Commission to the effect that the proposed 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 the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 8.3 above, except that such certificate shall not bear such restrictive legend if the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act.

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 8.42.3. Prior to any proposed transfer of any Restricted Securities (other than unless there is in effect a registration statement under circumstances described in Sections 8.5, 8.6 and 8.8 hereofthe 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 be accompanied (except in transactions in compliance with Rule 144) shall be accompanied by either (i) a written opinion of Debevoise & Xxxxxxxx or legal 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 proposed 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 the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities transferred as pursuant to the above provided shall bear the appropriate restrictive legend set forth in Section 8.3 2.2 above, except that such certificate shall not bear such restrictive legend legend, if in the opinion of counsel or "no-action" letter referred to above is to for the further effect that Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof Purchaser agrees to comply in all respects respect with the provisions of this Section 8.48(d). Prior At least fifteen days prior to any proposed transfer of any Restricted Securities (other than under circumstances described in Sections 8.5, 8.6 and 8.8 Section 8(g) hereof), the holder thereof Purchaser shall give written notice to the Company (or to Wellsway in the case of such holdera proposed transfer of the Shares) of Purchaser's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except in transactions in compliance with Rule 144) by either (i) a written opinion of Debevoise & Xxxxxxxx or legal counsel who which 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 Registration under the Securities ActAct of 1933, or (ii) a "no no-action" letter from the Commission to the effect that the proposed transfer distribution of such securities without registration Registration under the Securities Act of 1933 will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or a combination of subsections (i) and (ii) immediately herein-above, whereupon the holder of such Restricted Securities Purchaser shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the CompanyCompany or Wellsway. Each certificate evidencing the Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 8.3 8(c) above, except that such certificate shall not bear such restrictive legend if the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities ActAct of 1933.

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 or attempted Transfer of any Restricted Securities (other than under circumstances described in Sections 8.5, 8.6 and 8.8 hereof)Security, the holder thereof Holder of such Security shall (i) give five Business Days' prior written notice (a "Transfer Notice") to the Company of such holderHolder'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 be accompanied (except in transactions in compliance with Rule 144ii) by either (iA) a written provide to the Company an opinion of Debevoise & Xxxxxxxx or legal reasonably satisfactory to the Company from counsel who shall be reasonably satisfactory to the Company, addressed to the Company and (or supply such other evidence reasonably satisfactory in form and substance to the Company's counsel, to the effect ) that the proposed transfer Transfer of the Restricted Securities such Security may be effected without registration under the Securities Act, or (iiB) certify in writing to the Company that the Holder reasonably believes the proposed transferee is a "no actionqualified institutional buyer" letter from and that such Holder has taken reasonable steps to make the Commission proposed transferee aware that such Holder may rely on Rule 144A under the Securities Act in effecting such Transfer. After receipt of the Transfer Notice and opinion (if required), the Company shall have five Business Days to object to the effect that transfer by written notice to such Holder describing in reasonably detail the proposed transfer basis for the objection, and in the absence of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect theretonotice, whereupon the holder of such Restricted Securities Holder shall thereupon be entitled to transfer Transfer such Restricted Securities Security in accordance with the terms of the notice delivered by the holder to the CompanyTransfer Notice. Each certificate evidencing the Restricted Securities transferred as above provided Security issued upon such Transfer shall bear the appropriate restrictive legend set forth in Section 8.3 above5.2, except that such certificate shall not bear such restrictive legend if unless in the opinion of such counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish ensure compliance with any provisions of the Securities Act.

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 (a) Five Business Days prior to any proposed transfer of any Restricted Securities Transfer (other than Transfers of Notes (i) registered under circumstances described the Securities Act, (ii) to an Affiliate of the Purchaser or a general partnership in Sections 8.5, 8.6 and 8.8 hereofwhich the Purchaser or any of its Affiliates is one of the general partners or (iii) to be made in reliance on Rule 144A under the Securities Act ("Rule 144A")) of any Notes, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer. Each such notice shall describe Transfer, setting forth the manner and circumstances of the proposed transfer in sufficient detailTransfer, and shall be accompanied (except in transactions in compliance with Rule 144) by either (i) a written an opinion of Debevoise & Xxxxxxxx or legal 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 Transfer of the Restricted Securities such Notes may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission such representation letters in form and substance reasonably satisfactory to the effect that Company to ensure compliance with the proposed transfer provisions of the Securities Act and (iii) such securities without registration will not result letters in a recommendation form and substance reasonably satisfactory to the Company from each such transferee stating such transferee's agreement to be bound by the staff terms of this Agreement. Such proposed Transfer may be effected only if the Commission that action be taken with respect theretoCompany 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 Restricted Securities Notes shall be entitled to transfer Transfer such Restricted Securities Notes in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Restricted Securities Note transferred as above provided shall bear the appropriate restrictive legend set forth in Section 8.3 above, 8.02(a) except that such certificate Note shall not bear such restrictive legend if the opinion of counsel or "no-action" letter referred to above is to the further effect that neither such legend is not nor the restrictions on Transfer in Sections 8.01 through 8.03 are required in order to establish ensure compliance with any the provisions of the Securities Act.

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 8.42.3. Prior to any proposed transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities (other than under circumstances described in Sections 8.5, 8.6 and 8.8 hereof)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 be accompanied (except in transactions in compliance with Rule 144) by either (i) a an unqualified written opinion of Debevoise & Xxxxxxxx or legal counsel who which counsel shall be reasonably satisfactory to the Company, Company addressed to the Company and which such opinion shall be 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 proposed transfer 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, or (iii) such other showing that may be satisfactory to the Company's legal counsel in such counsel's sole discretion, 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. Each certificate evidencing the Restricted Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 8.3 above, except that such certificate shall not bear such restrictive legend if the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act.the