Common use of Notification of Proposed Sale Clause in Contracts

Notification of Proposed Sale. (a) Unless paragraph (b) of this Section 13.1 is applicable, each holder of a Convertible Note by acceptance thereof agrees that it will notify the Company in writing before offering for sale or selling or otherwise disposing (provided, that, conversion will not be deemed to be a disposition) of any Convertible Note or the Shares, describing briefly the nature of such sale or other disposition, and no such sale or other disposition shall be made unless and until (i) the holder has supplied to the Company, if requested by the Company within five (5) Business Days after receipt of such notice, an opinion of counsel for the holder (in-house counsel of a Purchaser shall be deemed to be satisfactory counsel) which counsel shall be reasonably satisfactory to the Company, to the effect that no registration under the Securities Act is required with respect to such sale or other disposition (which opinion may be conditioned upon the transferee's assuming the obligations of a holder of Convertible Notes or Shares under this Section 13.1) or (ii) an appropriate registration statement with respect to such sale or other disposition of such Convertible Notes or Shares shall have been filed by the Company with the Commission and declared effective by the Commission. (b) If the holder of Convertible Notes or Shares has obtained an opinion of its own counsel that the sale of such Convertible Notes or Shares may be made without registration under the Securities Act pursuant to Rule 144, the notification provided in paragraph (a) need not be given to the Company prior to the proposed sale, provided, that, the Company shall not be obliged to register on its registry or transfer books any transfer pursuant to this subsection (b) unless it is satisfied that the requirements of Rule 144 or any successor thereto have been satisfied. (c) The Company may endorse on all Convertible Notes and on all certificates evidencing Shares (issued upon conversion of the Convertible Notes) an appropriate legend restricting their transfer except upon compliance with the provisions of paragraph (a) above, which in the case of the Convertible Notes shall be in the terms set out in Exhibit "B" hereto and in the case of the Shares shall read as follows - "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE ACT OR AN OPINION, IF REQUESTED, OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT"; provided, that, no such legend shall be endorsed on any Convertible Note or Share certificates which, when issued, are no longer subject to the restrictions of this Section 13.1, and provided, further, that if an opinion of satisfactory counsel (in-house counsel of a Purchaser shall be deemed satisfactory counsel) which opinion shall be reasonably satisfactory to counsel for the Company concludes that the legend is no longer necessary, the Company will deliver upon transfer or exchange Convertible Notes or Share certificates without such legends.

Notification of Proposed Sale. (a) Unless paragraph (b) of this Section 13.1 is applicable, each holder of a Convertible Note Debenture by acceptance thereof agrees that it will notify the Company in writing before offering for sale or selling or otherwise disposing (provided, that, conversion will not be deemed to be a disposition) of any Convertible Note Debenture or the Shares, describing briefly the nature of such sale or other disposition, and no such sale or other disposition shall be made unless and until (i) the holder has supplied to the Company, if requested by the Company within five (5) Business Days after receipt of such notice, an opinion of counsel for the holder (in-house counsel of a Purchaser shall be deemed to be satisfactory counsel) which counsel shall be reasonably satisfactory to the Company, to the effect that no registration under the Securities Act is required with respect to such sale or other disposition (which opinion may be conditioned upon the transferee's assuming the obligations of a holder of Convertible Notes Debentures or Shares under this Section 13.1) or (ii) an appropriate registration statement with respect to such sale or other disposition of such Convertible Notes Debentures or Shares shall have been filed by the Company with the Commission and declared effective by the Commission. (b) If the holder of Convertible Notes Debentures or Shares has obtained an opinion of its own counsel that the sale of such Convertible Notes Debentures or Shares may be made without registration under the Securities Act pursuant to Rule 144, the notification provided in paragraph (a) need not be given to the Company prior to the proposed sale, provided, that, the Company shall not be obliged to register on its registry or transfer books any transfer pursuant to this subsection (b) unless it is satisfied that the requirements of Rule 144 or any successor thereto have been satisfied. (c) The Company may endorse on all Convertible Notes Debentures and on all certificates evidencing Shares (issued upon conversion of the Convertible Notesnotes) an appropriate legend restricting their transfer except upon compliance with the provisions of paragraph (a) above, which in the case of the Convertible Notes Debentures shall be in the terms set out in Exhibit "B" A hereto and in the case of the Shares shall read as follows - "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE ACT OR AN OPINION, IF REQUESTED, OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT"; provided, that, no such legend shall be endorsed on any Convertible Note Debenture or Share certificates which, when issued, are no longer subject to the restrictions of this Section 13.1, and provided, further, that if an opinion of satisfactory counsel (in-house counsel of a Purchaser shall be deemed satisfactory counsel) which opinion shall be reasonably satisfactory to counsel for the Company concludes that the legend is no longer necessary, the Company will deliver upon transfer or exchange Convertible Notes Debentures or Share certificates without such legends.

Notification of Proposed Sale. (a) Unless paragraph (b) of this Subject to Section 13.1 is applicable12.1(b), each holder of a Convertible Note by acceptance thereof agrees that it will notify give the Company in writing before offering for sale or and Intersolv ten (10) days written notice prior to selling or otherwise disposing (provided, that, conversion will not be deemed to be a disposition) of any Convertible Note or the Shares, describing briefly the nature of such sale or other disposition, and no such Note. No sale or other disposition shall be made with respect to any Securities or any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event unless and until (i) the holder has shall have supplied to the Company, if requested by the Company within five (5) Business Days after receipt of such notice, and Intersolv an opinion of counsel for the holder (in-house counsel of a Purchaser shall be deemed to be satisfactory counsel) which counsel shall be reasonably satisfactory acceptable to the Company, Company and Intersolv to the effect that no registration under the Securities Act is required with respect to such sale or other disposition (which opinion may be conditioned upon the transferee's assuming the obligations of a holder of Convertible Notes or Shares under this Section 13.1) disposition, or (ii) an appropriate registration statement with respect to such sale or other disposition of such Convertible Notes or Shares shall have been filed by the Company with the Commission and declared effective by the CommissionSEC. (b) If the a holder of Convertible Notes or Shares has obtained an opinion of its own counsel reasonably acceptable to the Company and Intersolv to the effect that the sale of such Convertible its Notes or Shares may be made without registration under the Securities Act pursuant to compliance with Rule 144144 or Rule 144A (or any successor rule under the Securities Act), the notification provided in paragraph (a) need not be given to the Company prior to the proposed sale, provided, that, the Company holder shall not be obliged required to register on its registry or transfer books any transfer pursuant to this subsection (b) unless it is satisfied that provide the requirements of Rule 144 or any successor thereto have been satisfiedCompany with the notice required in Section 16.1(a). (c) The Company and Intersolv may endorse on all Convertible Notes and on all certificates evidencing Shares (issued upon conversion of the Convertible Notes) an appropriate Securities a legend restricting their transfer except upon compliance with the provisions of paragraph (a) above, which in the case of the Convertible Notes shall be in the terms set out in Exhibit "B" hereto and in the case of the Shares shall read as follows - "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE ACT OR AN OPINION, IF REQUESTED, OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT"this Section 12.1; provided, thathowever, that no such legend shall be endorsed on any Convertible Note or Share certificates Security which, when issued, are is no longer subject to the restrictions of this Section 13.112.1, and provided, further, that if an opinion of satisfactory counsel (in-house counsel of a Purchaser shall be deemed satisfactory counsel) which opinion shall be reasonably satisfactory to counsel for the Company and Intersolv concludes that the legend is no longer necessary, the Company and Intersolv will deliver upon transfer or exchange Convertible Notes or Share certificates Securities without such legends. (d) Each transferee of Securities (other than Securities which are not restricted securities) shall agree in writing to be bound by the terms of this Agreement.

Notification of Proposed Sale. (a) Unless paragraph (b) of this Section 13.1 14.1 is applicable, each holder of a Convertible Note by acceptance thereof agrees that it will notify the Company in writing before offering for sale or selling or otherwise disposing (provided, that, conversion will not be deemed to be a disposition) of any Convertible Note or the Shares, describing briefly the nature of such sale or other disposition, and no such sale or other disposition shall be made unless and until (i) the holder has supplied to the Company, if requested by the Company within five (5) Business Days after receipt of such notice, an opinion of counsel for the holder (in-house counsel of a Purchaser shall be deemed to be satisfactory counsel) which counsel shall be reasonably satisfactory to the Company, to the effect that no registration under the Securities Act is required with respect to such sale or other disposition (which opinion may be conditioned upon the transferee's assuming the obligations of a holder of Convertible Notes or Shares under this Section 13.114.1) or (ii) an appropriate registration statement with respect to such sale or other disposition of such Convertible Notes or Shares shall have been filed by the Company with the Commission and declared effective by the Commission. (b) If the holder of Convertible Notes or Shares has obtained an opinion of its own counsel that the sale of such Convertible Notes or Shares may be made without registration under the Securities Act pursuant to Rule 144, the notification provided in paragraph (a) need not be given to the Company prior to the proposed sale, provided, that, the Company shall not be obliged to register on its registry or transfer books any transfer pursuant to this subsection (b) unless it is satisfied that the requirements of Rule 144 or any successor thereto have been satisfied. (c) The Company may endorse on all Convertible Notes and on all certificates evidencing Shares (issued upon conversion of the Convertible Notes) an appropriate legend restricting their transfer except upon compliance with the provisions of paragraph (a) above, which in the case of the Convertible Notes shall be in the terms set out in Exhibit "B" hereto and in the case of the Shares shall read as follows - "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE ACT OR AN OPINION, IF REQUESTED, OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT"; provided, that, no such legend shall be endorsed on any Convertible Note or Share certificates which, when issued, are no longer subject to the restrictions of this Section 13.114.1, and provided, further, that if an opinion of satisfactory counsel (in-house counsel of a Purchaser shall be deemed satisfactory counsel) which opinion shall be reasonably satisfactory to counsel for the Company concludes that the legend is no longer necessary, the Company will deliver upon transfer or exchange Convertible Notes or Share certificates without such legends. The legend set forth in this Section 14.1(c) shall be removed and the Company shall issue a certificate without such legend or any other legend to a Holder if (i) in connection with any sale of such Shares made pursuant to a registration statement and in accordance with the prospectus delivery requirements under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such Holder provides the Company with an opinion of counsel, in form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of such Shares may be made without registration under the applicable requirements of the Securities Act and the legend may be removed from such certificate in connection with such sale, assignment or other transfer, or (iii) such Holder provides the Company with reasonable assurance that such Shares can be sold, assigned or transferred pursuant to Rule 144. The Company shall cause its counsel to issue a legal opinion in customary form to its transfer agent to affect such legend removal under the circumstances herein described. Following the effective date of any such registration statement, or at such earlier time as a legend is no longer required for certain Shares, the Company will no later than ten (10) Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Shares, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. Following the effective date and upon the delivery to any Purchaser of any certificate representing Shares that are free from all restrictive and other legends, such Purchaser agrees that any sale of such Shares shall be made pursuant to the registration statement and in accordance with the plan of distribution described therein or pursuant to an available exemption from the registration requirements of the Securities Act.