Common use of Prior Notice of Transfer Required Clause in Contracts

Prior Notice of Transfer Required. Each Member agrees, prior to any Transfer of any Company Securities (except pursuant to an effective registration statement under the Securities Act), to give reasonable prior written notice to the Company of such Member’s intent to effect such Transfer and agrees to comply in all other respects with the provisions of this Agreement. Each such notice shall describe the manner and circumstances of the proposed Transfer, state the name and address of the transferee and the relationship of the transferring Member to the transferee and, in the event reasonably requested by the Company, shall be accompanied by a written opinion, addressed to the Company, of counsel for the holder of such Company Securities (which counsel shall be reasonably satisfactory to the Company), stating that in the opinion of such counsel (which opinion shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such Company Securities under the Securities Act or the securities laws of any state or province of the United States, Canada or of any other foreign jurisdiction.