Common use of Permitted Sales; Legends Clause in Contracts

Permitted Sales; Legends. Notwithstanding the foregoing representations, the Company agrees that it will permit (i) a distribution of Purchased Shares, Conversion Shares or Warrant Shares by a partnership to one or more of its partners or investors or a limited liability company and its members, where no consideration is exchanged therefor by such members, partners, or to a retired or withdrawn partner who retires or withdraws after the date hereof in full or partial distribution of his interest in such partnership, or to the estate of any such partner or the transfer by gift, will or intestate succession of any partner to his spouse or to the siblings, lineal descendants or ancestors of such partner or his spouse, or to a trust created for the benefit of one or more of the foregoing, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Purchaser hereunder, and (ii) a sale or other transfer of any of the Purchased Shares, Conversion Shares, the Warrant Shares or the Warrant upon obtaining assurance satisfactory to the Company that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Act and applicable state securities or "blue-sky" laws, including, without limitation, receipt of an unqualified opinion to such effect of counsel reasonably satisfactory to the Company. The certificates representing the Purchased Shares shall bear a legend evidencing such restriction on transfer substantially in the following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended ("the Act"), and have been acquired for investment and not with a view to, or in connection with, the sale or distribution thereof. Such shares may not be sold, offered for sale, pledged or hypothecated in the absence of such registration unless (a) the Corporation receives an opinion of counsel reasonably satisfactory to it stating that such sale or transfer is exempt from the registration and prospectus delivery requirements of the Act, (b) it is established to the satisfaction of the Corporation that such sale or transfer is in a transaction which is exempt under, or otherwise in compliance with, such laws or (c) the Corporation receives a "no action" letter or similar declaration from the Securities and Exchange Commission to the effect that such sale or transfer without registration will not result in a recommendation by said Commission that action be taken with respect thereto. Copies of the agreements covering the purchase of these shares and restricting the sale, assignment, transfer, or other disposition of, or the voting of, the shares represented by this certificate may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Corporation at the principal executive offices of the Corporation. The Corporation is authorized to issue more than one class of stock. Stockholders may obtain, upon written request and without charge, a statement of the rights, preferences, privileges, and restrictions granted to or imposed upon each class or series of shares authorized to be issued and upon the holders thereof from the principal office of the Corporation."

Permitted Sales; Legends. Notwithstanding the foregoing representations, the Company agrees that it will permit (i) a distribution of Purchased Shares, Conversion Shares or Warrant Shares by a partnership DFF-I to one or more of its partners or investors or a limited liability company and its members, where no consideration is exchanged therefor by such members, partners, or to a retired or withdrawn partner who retires or withdraws after the date hereof in full or partial distribution of his interest in such partnership, or to the estate of any such partner or the transfer by gift, will or intestate succession of any partner to his spouse or to the siblings, lineal descendants or ancestors of such partner or his spouse, or to a trust created for the benefit of one or more of the foregoingPermitted Transferees, if the transferee Permitted Transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Purchaser hereunder, purchaser hereunder and (ii) subject to the provisions of Section 7.10 hereof, a sale or other transfer of any of the Purchased Shares, Conversion Shares, the Warrant Shares or the Warrant upon obtaining assurance satisfactory to the Company that if such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Act and applicable state securities or "“blue-sky" ” laws, including, without limitation, receipt of an unqualified opinion to such effect of counsel reasonably satisfactory to the Company. The certificates representing the Purchased Shares shall bear a legend evidencing such restriction on transfer substantially in the following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, as amended ("the Act")TRANSFERRED, and have been acquired for investment and not with a view toASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH SHARES, or in connection with, the sale or distribution thereof. Such shares may not be sold, offered for sale, pledged or hypothecated in the absence of such registration unless (a) the Corporation receives an opinion of counsel reasonably satisfactory to it stating that such sale or transfer is exempt from the registration and prospectus delivery requirements of the Act, (b) it is established to the satisfaction of the Corporation that such sale or transfer is in a transaction which is exempt under, or otherwise in compliance with, such laws or (c) the Corporation receives a "no action" letter or similar declaration from the Securities and Exchange Commission to the effect that such sale or transfer without registration will not result in a recommendation by said Commission that action be taken with respect thereto. Copies of the agreements covering the purchase of these shares and restricting the sale, assignment, transfer, or other disposition of, or the voting of, the shares represented by this certificate may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Corporation at the principal executive offices of the Corporation. The Corporation is authorized to issue more than one class of stock. Stockholders may obtain, upon written request and without charge, a statement of the rights, preferences, privileges, and restrictions granted to or imposed upon each class or series of shares authorized to be issued and upon the holders thereof from the principal office of the CorporationOR AN OPINION SATISFACTORY TO THE ISSUER AND ITS COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT."

Permitted Sales; Legends. Notwithstanding the foregoing representations, the Company agrees that it will permit (i) a distribution of Purchased Shares, Conversion Shares or the Warrant Shares by a partnership the Purchaser to one or more of its partners or investors or a limited liability company and its members, where no consideration is exchanged therefor by such members, partners, or to a retired or withdrawn partner who retires or withdraws after the date hereof in full or partial distribution of his interest in such partnership, or to the estate of any such partner or the transfer by gift, will or intestate succession of any partner to his spouse or to the siblings, lineal descendants or ancestors of such partner or his spouse, or to a trust created for the benefit of one or more of the foregoing, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Purchaser hereunderaffiliates, and (ii) a sale or other transfer of any of the Purchased Shares, Conversion Shares, the Warrant Shares or the Warrant upon obtaining assurance satisfactory to the Company that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Act and applicable state securities or "blue-sky" laws, including, without limitation, receipt of an unqualified opinion to such effect of counsel reasonably satisfactory to the Company. The certificates representing the Purchased Shares, the Warrant and any Warrant Shares shall bear a legend evidencing such restriction on transfer substantially in the following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE TRANSFERRED BY SALE, as amended ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS ("the Act")I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, and have been acquired for investment and not with a view toWHICH OPINION IS REASONABLY SATISFACTORY TO THE CORPORATION, or in connection with, the sale or distribution thereof. Such shares may not be sold, offered for sale, pledged or hypothecated in the absence of such registration unless (a) the Corporation receives an opinion of counsel reasonably satisfactory to it stating that such sale or transfer is exempt from the registration and prospectus delivery requirements of the Act, (b) it is established to the satisfaction of the Corporation that such sale or transfer is in a transaction which is exempt under, or otherwise in compliance with, such laws or (c) the Corporation receives a "no action" letter or similar declaration from the Securities and Exchange Commission to the effect that such sale or transfer without registration will not result in a recommendation by said Commission that action be taken with respect thereto. Copies of the agreements covering the purchase of these shares and restricting the sale, assignment, transfer, or other disposition of, or the voting of, the shares represented by this certificate may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Corporation at the principal executive offices of the Corporation. The Corporation is authorized to issue more than one class of stock. Stockholders may obtain, upon written request and without charge, a statement of the rights, preferences, privileges, and restrictions granted to or imposed upon each class or series of shares authorized to be issued and upon the holders thereof from the principal office of the CorporationTO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT."

Permitted Sales; Legends. Notwithstanding the foregoing ------------------------ representations, so long as there is full compliance with all applicable federal and state securities laws, and subject to the Shareholders Agreement, the Company agrees that it will permit (i) a distribution of Purchased Shares, Conversion Shares or Warrant Conversion Shares by a partnership to one or more of its partners or investors or a limited liability company and its memberspartners, where no consideration is exchanged therefor by such members, partners, or to a retired or withdrawn partner who retires or withdraws after the date hereof in full or partial distribution of his interest in such partnership, or to the estate of any such partner or the transfer by gift, will or intestate succession of any partner to his spouse or to the siblings, lineal descendants or ancestors of such partner or his spouse, or to a trust created for the benefit of one or more of the foregoing, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original Purchaser hereunder, hereunder and (ii) a sale or other transfer of any of the Purchased Shares, or Conversion Shares, the Warrant Shares or the Warrant upon obtaining assurance satisfactory to the Company that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Act and applicable state securities or "blue-sky" laws, including, without limitation, receipt of an unqualified opinion to such effect of counsel reasonably satisfactory to the Company. The certificates representing the Purchased Shares and any Conversion Shares thereof shall bear a legend evidencing such restriction on transfer substantially in the following form: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended 1933 (the "the Act"), and have been acquired for investment and not with a view to, ) or in connection with, the sale or distribution thereofsecurities laws of any state. Such The shares may not be sold, offered for transferred by sale, pledged assignment, pledge or hypothecated in the absence of such registration otherwise unless (ai) a registration statement for the shares under the Act is in effect or (ii) the Corporation receives corporation has received an opinion of counsel counsel, which opinion is reasonably satisfactory to it stating that such sale or transfer is exempt from the registration and prospectus delivery requirements of the Actcorporation, (b) it is established to the satisfaction of the Corporation that such sale or transfer is in a transaction which is exempt under, or otherwise in compliance with, such laws or (c) the Corporation receives a "no action" letter or similar declaration from the Securities and Exchange Commission to the effect that such sale or transfer without registration will is not result in a recommendation by said Commission that action be taken with respect thereto. Copies of required under the agreements covering the purchase of these shares and restricting the sale, assignment, transfer, or other disposition of, or the voting of, the shares represented by this certificate may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Corporation at the principal executive offices of the Corporation. The Corporation is authorized to issue more than one class of stock. Stockholders may obtain, upon written request and without charge, a statement of the rights, preferences, privileges, and restrictions granted to or imposed upon each class or series of shares authorized to be issued and upon the holders thereof from the principal office of the CorporationAct."