Common use of Notice of Proposed Transfers Clause in Contracts

Notice of Proposed Transfers. Prior to any proposed transfer of this Note or the Common Stock, unless there is in effect a registration statement under the Securities Act, covering the proposed transfer, the holder hereof 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 by an unqualified 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 Note or Common Stock may be effected without registration under the Securities Act; provided, however, no such opinion of counsel shall be necessary for a transfer without consideration by a Holder to any affiliate of such Xxxxxx, or a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original Holder hereunder. Each certificate evidencing Common Stock or the Note transferred as above provided shall bear an appropriate restrictive legend, except that the Note or 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. Prior (a) Two Business Days prior to any proposed transfer Transfer (other than Transfers of this Note or the Common Stock, unless there is in effect a registration statement Notes (i) registered under the Securities Act, covering (ii) to an Affiliate of DLJ or a general partnership in which DLJ or an Affiliate of DLJ is one of the proposed transfergeneral partners (each, a "Permitted Holder"), provided that any such transferee shall agree to be bound by the terms of this Agreement or (iii) to be made in reliance on Rule 144A) of any Notes, the holder hereof Holder thereof shall give written notice to the Company of such holder’s 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, if the Company so requests, shall be accompanied by (i) an unqualified written opinion of legal counsel, who shall be counsel 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 Note or Common Stock such Notes may be effected without registration under the Securities Act; provided, however(ii) such representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and (iii) such 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. Such proposed Transfer may be effected only if the Company shall have received such notice of transfer, no such opinion of counsel counsel, representation letters and other letters referred to in the immediately preceding sentence, whereupon the Holder of such Notes shall be necessary for a transfer without consideration entitled to Transfer such Notes in accordance with the terms of the notice delivered by a the Holder to any affiliate of such Xxxxxx, or a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original Holder hereunderCompany. Each certificate evidencing Common Stock or the Note Notes transferred as above provided shall bear an appropriate restrictive legend, the legend set forth in Section 7.2 except that the Note or such certificate shall not bear such restrictive legend if in the opinion of counsel for referred to above is to the Company further effect that neither such legend is not nor the restrictions on 42 Transfer in Sections 7.1 through 7.3 are required in order to establish ensure compliance with any the provisions of the Securities Act.

Notice of Proposed Transfers. The Holder and any holder of any Warrant Share by acceptance hereof or thereof agrees to comply in all respects with the provisions of this Section. Prior to any proposed transfer of this Note Warrant or the Common Stock, unless there is in effect a registration statement under the Securities Act, covering the proposed transferany Warrant Share, the Holder or holder hereof of Warrant Shares, as the case may be, 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, if the Company so requests, shall be accompanied by an unqualified (a) a written opinion of legal counselcounsel for such holder, who shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Note or Common Stock may be effected without registration under the Securities Act or (b) written assurance from the staff of 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; provided, however, no . 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 or the holder of Warrant Shares, as the case may be, shall be necessary for a entitled to transfer without consideration this Warrant or Warrant Shares in accordance with the terms of this Warrant and of the notice delivered by a Holder to any affiliate of such Xxxxxx, or a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or said holder to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original Holder hereunderCompany. Each certificate evidencing Common Stock this Warrant or the Note Warrant Shares transferred as above provided shall bear an appropriate restrictive legendthe legend set forth in Section 3.2, except that the Note or such certificate shall not bear such restrictive legend if in 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.

Notice of Proposed Transfers. Prior to any proposed transfer of this Note or the Common StockSecurities, unless there is in effect a registration statement under the Securities Act, Act covering the proposed transfer, the holder hereof Holder shall give written notice to the Company of such holder’s Xxxxxx'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) by an unqualified 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 Note or Common Stock Securities may be effected without registration under the Securities Act; provided, however, no such opinion of counsel shall be necessary for a transfer without consideration by a Holder to any affiliate of such Xxxxxx, or a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original Holder hereunder. Each certificate evidencing Common Stock Securities or the Note transferred as above provided shall bear an appropriate restrictive legend, except that the Note or 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. Prior to any proposed transfer of this Note or the Common Stockany ---------------------------- Restricted Securities, unless there is in effect a registration statement under the Securities Act, Act covering the proposed transfer, the holder hereof thereof shall give written notice (the "Notice") to the Company of such holder’s 's intention to effect make such transfer. Each such notice The Notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall, if . If reasonably requested by the Company so requestsprior to the transfer being effected, be accompanied by an unqualified the holder shall provide to the Company 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 's counsel, to the effect that the proposed transfer of the Note or Common Stock Restricted Securities may be effected without registration under the Securities Act; provided, however, no . The holder of such opinion of counsel Restricted Securities shall be necessary for a entitled to transfer without consideration by a Holder to any affiliate such Restricted Securities in accordance with the terms of such Xxxxxx, or a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires the Notice only after the date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees Company has consented in writing to be subject to the terms hereof to the same extent as if such transferee were the original Holder hereundertransfer. Each stock certificate evidencing Common Stock or the Note Restricted Securities so transferred as above provided shall bear an the appropriate restrictive legendlegends set forth in Section 8.3, except that the Note or such certificate shall not bear such restrictive legend legends if in the opinion of counsel for the Company such legend is legends are not required in order to establish compliance with any provisions of the Securities Actsecurities laws.

Notice of Proposed Transfers. Prior to any proposed transfer of this Note or the Common StockSecurities, unless there is in effect a registration statement under the Securities Act, Act covering the proposed transfer, the holder hereof Holder 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, if the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by an unqualified 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 this Note or Common Stock Securities may be effected without registration under the Securities Act; provided, however, no such opinion of counsel shall be necessary for a transfer without consideration by a Holder to any affiliate of such XxxxxxHolder, or a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original Holder hereunder. Each certificate evidencing Common Stock Securities or the this Note transferred as above provided shall bear an appropriate restrictive legend, except that the this Note or 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. Prior to any proposed transfer of this Note or the Common StockSecurities, unless there is in effect a registration statement under the Securities Act, Act covering the proposed transfer, the holder hereof Holder shall give written notice to the Company of such holderXxxxxx’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) by an unqualified 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 Note or Common Stock Securities may be effected without registration under the Securities Act; provided, however, no such opinion of counsel shall be necessary for a transfer without consideration by a Holder to any affiliate of such Xxxxxx, or a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original Holder hereunder. Each certificate evidencing Common Stock Securities or the Note transferred as above provided shall bear an appropriate restrictive legend, except that the Note or 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. Prior to any proposed transfer of this Note or the Common StockSecurities, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the proposed transfer, the holder hereof shall give written notice to the Company of such holderxxxxxx’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) by an unqualified 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 Note or Common Stock Securities may be effected without registration under the Securities Act; provided, however, no such opinion of counsel shall be necessary for a transfer without consideration by a Holder to any affiliate of such Xxxxxx, or a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original Holder hereunder. Each certificate evidencing Common Stock Securities or the Note transferred as above provided shall bear an appropriate restrictive legend, except that the Note or 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. The holder of this Warrant or ---------------------------- any Warrant Shares by acceptance hereof or thereof agrees to comply in all respect with the provisions of this paragraph (e). Prior to any proposed transfer of this Note Warrant or the Common Stock, unless there any Warrant Shares that transfer is in effect a not made pursuant to an effective registration statement under the Securities Act, covering the proposed transferstatement, the holder hereof or 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 circumstance of the proposed transfer in sufficient reasonable detail, and shall, if the Company so requests, shall be accompanied by an unqualified (a) 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 Note or Common Stock 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; provided, however, no . 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 this Warrant or the Warrant Shares shall be necessary for a entitled to transfer without consideration this Warrant or the Warrant Shares in accordance with the terms of the notice delivered by a Holder to any affiliate of such Xxxxxx, or a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or holder to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original Holder hereunderCompany. Each certificate evidencing Common Stock this Warrant or the Note Warrant Shares transferred as above provided shall bear an the appropriate restrictive legendlegend set forth in subparagraph (e)(2), except that the Note or such certificate shall not bear such restrictive legend if in 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 the Act. The foregoing restrictions shall not be applicable to any provisions transfer by any Holder to any affiliate or beneficial owner of the Securities Actsuch Holder.

Notice of Proposed Transfers. The Holder and any holder of any Warrant Share by acceptance hereof or thereof agrees to comply in all respects with the provisions of this Section. Prior to any proposed transfer of this Note Warrant or the Common Stock, unless there is in effect a registration statement under the Securities Act, covering the proposed transferany Warrant Share, the Holder or holder hereof of Warrant Shares, as the case may be, 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 circumstance of the proposed transfer in sufficient reasonable detail, and shall, if the Company so requests, shall be accompanied by an unqualified (a) a written opinion of legal counselcounsel for such holder, who shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of the Note or Common Stock may be effected without registration under the Securities Act or (b) written assurance from the staff of 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; provided, however, no . 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 or the holder of Warrant Shares, as the case may be, shall be necessary for a entitled to transfer without consideration this Warrant or Warrant Shares in accordance with the terms of this Warrant and of the notice delivered by a Holder to any affiliate of such Xxxxxx, or a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or said holder to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original Holder hereunderCompany. Each certificate evidencing Common Stock this Warrant or the Note Warrant Shares transferred as above provided shall bear an appropriate restrictive legendthe legend set forth in Section 3.2, except that the Note or such certificate shall not bear such restrictive legend if in 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.

Notice of Proposed Transfers. This Warrant is transferable by the Holder hereof subject to compliance with this Section 7. Prior to any proposed transfer of this Note Warrant or the Common StockShares (the “Securities”), unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the proposed transfer, the holder hereof 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, if the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by an unqualified 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 Note or Common Stock Securities may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the Holder of the Securities shall been titled to transfer the Securities in accordance with the terms of the notice delivered by the Holder to the Company; provided, however, no such registration statement or opinion of counsel shall be necessary for a transfer without consideration by a Holder to any affiliate of such XxxxxxHolder, or a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner partner, of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were the original Holder hereunder. Each certificate evidencing Common Stock or the Note Securities transferred as above provided shall bear an the appropriate restrictive legendlegend set forth above, except that the Note or 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.