Common use of Notification of Change in Beneficial Ownership Clause in Contracts

Notification of Change in Beneficial Ownership. Prior to any proposed Transfer of Voting Shares that is permitted under this Agreement, unless there is in effect a registration statement under the Securities Act covering the proposed Transfer, the Purchaser shall give written notice to the Company of its intention to effect such Transfer. Such notice shall describe the manner and circumstances of the proposed Transfer in sufficient detail, and, unless the sale is made under Rule 144(k), shall be accompanied, at Purchaser’s expense by either (i) an opinion of counsel (whose opinion shall be addressed to the Company and reasonably satisfactory to the Company) to the effect that the proposed transfer of the Voting Shares may be effected without registration under the Securities Act or (ii) a “no action” letter from the SEC to the effect that the Transfer of such securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon the Purchaser shall be entitled to transfer such restricted securities in accordance with the terms of the notice delivered by Purchaser to the Company, to the extent such Transfer is otherwise permitted under this Agreement.

Notification of Change in Beneficial Ownership. Prior to any proposed Transfer of Voting Shares that is permitted under this Agreement, unless there is in effect a registration statement under the Securities Act covering the proposed Transfer, the Purchaser shall give written notice to the Company of its intention to effect such Transfer. Such notice shall describe the manner and circumstances of the proposed Transfer in sufficient detail, and, unless the sale is made under Rule 144(k), shall be accompanied, at Purchaser’s 's expense by either (i) an opinion of counsel (whose opinion shall be addressed to the Company and reasonably satisfactory to the Company) to the effect that the proposed transfer of the Voting Shares may be effected without registration under the Securities Act or (ii) a “"no action” " letter from the SEC to the effect that the Transfer of such securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon the Purchaser shall be entitled to transfer such restricted securities in accordance with the terms of the notice delivered by Purchaser to the Company, to the extent such Transfer is otherwise permitted under this Agreement.