Common use of Notice of the Proposed Transfer; Opinions of Counsel Clause in Contracts

Notice of the Proposed Transfer; Opinions of Counsel. Each holder of each Series G Stock certificate (or Common Stock certificate issued on conversion thereof) bearing the restrictive legend set forth in Section 4(a) (a "Restricted Security"), agrees that prior to any transfer or attempted transfer of such Restricted Security, to give to the Corporation (x) written notice describing the manner or circumstances of such transfer or proposed transfer, and (y) upon reasonable request by the Corporation to such transferring holder, an opinion of counsel, which is knowledgeable in securities law matters (including in-house counsel), in form and substance reasonably satisfactory to the Corporation, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act. If for any reason the Corporation (after having been furnished with the opinion required to be furnished pursuant to this Section 4(b)) shall fail to notify such holder within 2 days after such holder shall have delivered such opinion to the Corporation that, in its or its counsel's opinion, the transfer may not be legally effective (the "Illegal Transfer Notice"), such holder shall thereupon be entitled to transfer the Restricted Security as proposed. If the holder of the Restricted Security delivers to the Corporation an opinion of counsel (including in-house counsel or regular counsel to such Purchaser or its investment adviser) in form and substance reasonably satisfactory to the Corporation that subsequent transfers of such Restricted Security will not require registration under the Securities Act, or if the Corporation will promptly after such contemplated transfer deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in Section 4(a). The restrictions imposed by this Section 4 upon the transferability of a Restricted Security shall cease and terminate (i) when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act, (ii) when such Restricted Security has been transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, or (iii) upon the date which is two (2) years after the later of (A) the original issue date of the Restricted Security (taking into account any "tacking periods" allowed under the Act), and (B) the last date on which the Corporation or any affiliate of the Corporation was the owner of the Restricted Security (or any predecessor Restricted Security). The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Corporation a new security of the same type but not bearing the restrictive Securities Act legend set forth in Section 4(a) and not containing any other reference to the restrictions imposed by this Section 4. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this Section 4(b) with respect to the transfer of any shares of Series G Stock on which the restrictive legend has been removed in accordance with this Section 4(b). As used in this Section 4(b), the term "transfer" encompasses any sale, transfer or other disposition of any shares of Series G Stock referred to herein.

Notice of the Proposed Transfer; Opinions of Counsel. Each The holder of each Series G Stock certificate (or Common Stock certificate issued on conversion thereof) representing the Shares bearing the restrictive legend set forth in Section 4(a) 7.1 above (a "Restricted Security"), agrees that prior to in connection with any transfer or attempted transfer of such Restricted Security, the transferring holder will provide the Company upon reasonable request by the Company to give to the Corporation such transferring holder with (xa) written notice describing the manner or circumstances of such transfer or proposed transfer, and transfer and/or (yb) upon reasonable request by the Corporation Company to such transferring holder, an opinion of counsel, which is knowledgeable in securities law matters (including in-house counsel), in form and substance reasonably satisfactory to the CorporationCompany, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act. If for any reason the Corporation Company (after having been furnished with the opinion required to be furnished pursuant to this Section 4(b)7.2) shall fail to notify such holder within 2 5 business days after such holder shall have delivered such opinion to the Corporation Company that, in its or its counsel's opinion, the transfer may not be legally effective (the "Illegal Transfer Notice"), such holder holders shall thereupon be entitled to transfer the Restricted Security as proposed. If the holder of the Restricted Security delivers to the Corporation Company an opinion of counsel (including in-house counsel or regular counsel to such Purchaser or its investment adviser) in form and substance reasonably satisfactory to the Corporation Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act, or if the Corporation Company does not provide the holder with an Illegal Transfer Notice as set forth above, the Company will promptly after such contemplated transfer deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in Section 4(a)7.1 above. The restrictions imposed by this Section 4 7 upon the transferability of a any particular Restricted Security shall cease and terminate (i) when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act, (ii) when such Restricted Security has been Act or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, or (iii) upon the date which is two (2) years after the later of (A) the original issue date of the Restricted Security (taking into account any "tacking periods" allowed under the Act), and (B) the last date on which the Corporation or any affiliate of the Corporation was the owner of the Restricted Security (or any predecessor Restricted Security). The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Corporation Company a new security of the same type but not bearing the restrictive Securities Act legend set forth in Section 4(a) 7.1 and not containing any other reference to the restrictions imposed by this Section 47. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this Section 4(b) 7.2 with respect to the transfer of any shares of Series G Stock Securities on which the restrictive legend has been removed in accordance with this Section 4(b)7.2. As used in this Section 4(b)7.2, the term "transfer" encompasses any sale, transfer or other disposition of any shares of Series G Stock Securities referred to herein. 8.

Notice of the Proposed Transfer; Opinions of Counsel. Each holder Purchaser of each Series G Note and Preferred Stock certificate (or Common Stock certificate issued on conversion thereof) bearing the restrictive legend set forth in Section 4(a) 8.1 above (a "Restricted Security"), agrees that prior to any transfer or attempted transfer of such Restricted Security, to give to the Corporation Company (xa) written notice describing the manner or circumstances of such transfer or proposed transfer, and (yb) upon reasonable request by the Corporation Company to such transferring holder, an opinion of counsel, which is knowledgeable in securities law matters (including in-house counsel), in form and substance reasonably satisfactory to the CorporationCompany, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act. If for any reason the Corporation Company (after having been furnished with the opinion required to be furnished pursuant to this Section 4(b)8.2) shall fail to notify such holder within 2 days after such holder shall have delivered such opinion to the Corporation Company that, in its or its counsel's opinion, the transfer may not be legally effective (the "Illegal Transfer Notice"''), such holder holders shall thereupon be entitled to transfer the Restricted Security as proposed. If the holder of the Restricted Security delivers to the Corporation Company an opinion of counsel (including in-house counsel or regular counsel to such Purchaser or its investment adviser) in form and substance reasonably satisfactory to the Corporation Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act, or if the Corporation Company does not provide such Purchaser with an Illegal Transfer Notice as set forth above, the Company will promptly after such contemplated transfer deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in Section 4(a)8.1 above. The restrictions imposed by this Section 4 8 upon the transferability of a any particular Restricted Security shall cease and terminate (i) when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act, (ii) when such Restricted Security has been transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, or (iii) upon the date which is two (2) years after the later of (A) the original issue date of the Restricted Security (taking into account any "tacking periods" allowed under the Act)Security, and (B) the last date on which the Corporation Company or any affiliate Affiliate of the Corporation Company was the owner of the Restricted Security (or any predecessor Restricted Security). The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Corporation Company a new security of the same type but not bearing the restrictive Securities Act legend set forth in Section 4(a) 8.1 and not containing any other reference to the restrictions imposed by this Section 48. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this Section 4(b) 8.2 with respect to the transfer of any shares of Series G Stock Securities on which the restrictive legend has been removed in accordance with this Section 4(b)8.2. As used in this Section 4(b)8.2, the term "transfer" '' encompasses any sale, transfer or other disposition of any shares of Series G Stock Securities referred to herein.

Notice of the Proposed Transfer; Opinions of Counsel. Each holder Purchaser of each Series G Note and Preferred Stock certificate (or Common Stock certificate issued on conversion thereof) bearing the restrictive legend set forth in Section 4(a) 8.1 above (a "Restricted Security"), agrees that prior to any transfer or attempted transfer of such Restricted Security, to give to the Corporation Company (xa) written notice describing the manner or circumstances of such transfer or proposed transfer, and (yb) upon reasonable request by the Corporation Company to such transferring holder, an opinion of counsel, which is knowledgeable in securities law matters (including in-house counsel), in form and substance reasonably satisfactory to the CorporationCompany, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act. If for any reason the Corporation Company (after having been furnished with the opinion required to be furnished pursuant to this Section 4(b)8.2) shall fail to notify such holder within 2 days after such holder shall have delivered such opinion to the Corporation Company that, in its or its counsel's opinion, the transfer may not be legally effective (the "Illegal Transfer Notice"), such holder holders shall thereupon be entitled to transfer the Restricted Security as proposed. If the holder of the Restricted Security delivers to the Corporation Company an opinion of counsel (including in-house counsel or regular counsel to such Purchaser or its investment adviser) in form and substance reasonably satisfactory to the Corporation Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act, or if the Corporation Company does not provide such Purchaser with an Illegal Transfer Notice as set forth above, the Company will promptly after such contemplated transfer deliver new certificates for such Restricted Security which do not bear the Securities Act legend set forth in Section 4(a)8.1 above. The restrictions imposed by this Section 4 8 upon the transferability of a any particular Restricted Security shall cease and terminate (i) when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act, (ii) when such Restricted Security has been transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, or (iii) upon the date which is two (2) years after the later of (A) the original issue date of the Restricted Security (taking into account any "tacking periods" allowed under the Act)Security, and (B) the last date on which the Corporation Company or any affiliate Affiliate of the Corporation Company was the owner of the Restricted Security (or any predecessor Restricted Security). The holder of any Restricted Security as to which such restrictions shall have terminated shall be entitled to receive from the Corporation Company a new security of the same type but not bearing the restrictive Securities Act legend set forth in Section 4(a) 8.1 and not containing any other reference to the restrictions imposed by this Section 48. Notwithstanding any of the foregoing, no opinion of counsel will be required to be rendered pursuant to this Section 4(b) 8.2 with respect to the transfer of any shares of Series G Stock Securities on which the restrictive legend has been removed in accordance with this Section 4(b)8.2. As used in this Section 4(b)8.2, the term "transfer" encompasses any sale, transfer or other disposition of any shares of Series G Stock Securities referred to herein.