Procedures for Certain Transfers Sample Clauses
The "Procedures for Certain Transfers" clause defines the specific steps and requirements that must be followed when transferring rights, interests, or obligations under an agreement. Typically, this clause outlines the necessary notifications, approvals, or documentation that parties must provide to effectuate a valid transfer, such as requiring written consent from the non-transferring party or compliance with regulatory requirements. Its core practical function is to ensure that all parties are aware of and agree to any changes in the contractual relationship, thereby preventing unauthorized or unintended transfers and maintaining the integrity of the agreement.
Procedures for Certain Transfers. (a) Prior to any proposed transfer of any Restricted Securities, a Stockholder shall give written notice to Avanex of its intention to effect such transfer; provided, however, that such notice shall not be required for transfers made to Affiliates pursuant to the terms of Section 3.1(a)(ii) or transfers made pursuant to a Piggyback Registration Statement. Except for a proposed transfer of Restricted Securities to be made pursuant to a Registration Statement, each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied by either: (i) a written opinion of legal counsel (including in-house counsel) addressed to Avanex and reasonably satisfactory to Avanex, to the effect that the proposed transfer of Restricted Securities will not require registration of such Restricted Securities under the Securities Act; or (ii) a “no action” letter from the SEC and a copy of the request letter by such Stockholder (together with all supplements or amendments thereto), which shall have been provided to Avanex at or prior to the time of first delivery to the SEC’s staff, 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 such Stockholder shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by such Stockholder to Avanex.
(b) Each certificate evidencing the Restricted Securities shall bear the appropriate restrictive legend set forth in Section 3.2(a) above, except that the legend and the stock transfer instructions and record notations with respect to such Restricted Securities shall be removed if: (i) in the opinion of outside or in-house counsel for Avanex, such legend is not required in order to establish compliance with any provisions of the Securities Act; (ii) the Stockholder provides Avanex with an opinion of counsel reasonably acceptable to Avanex to the effect that a transfer of such Restricted Securities may be made without registration under the Securities Act, or (iii) the Stockholder provides Avanex with reasonable assurances, which may, at the option of Avanex, include an opinion of counsel satisfactory to Avanex, that such Restricted Securities can be sold pursuant to section (k) of Rule 144 under the Securities Act. Each certificate evidencing Restricted Securities shall bear the appropriate restrictive ...
Procedures for Certain Transfers. Each certificate evidencing Legended Securities shall bear the restrictive legend set forth in Section 3.2 above, except that the legend and the stock transfer instructions and record notations with respect to such Legended Securities shall be removed upon the earlier to occur of (x) a transfer in accordance with the provisions of this Article 3 that does not require the transferee to be bound by this Agreement, and (y) expiration of the restrictions on transfer set forth in Section 3.1.
Procedures for Certain Transfers. At any time prior to the second anniversary of the date hereof, immediately prior to any proposed private sale (or series of related sales) of more than 50% of the Registrable Securities, Novartis or GTI, as applicable, shall give oral notice to the Company of its intention to effect such sale.
Procedures for Certain Transfers. 4 2.3 COVENANT REGARDING EXCHANGE ACT FILINGS........................5
Procedures for Certain Transfers. Prior to any proposed transfer of any Conversion Shares pursuant to Section.3.1.6, the Purchaser shall provide written notice to the Company of the Purchaser's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and, an explanation of how the transfer complies with any restrictive legends on the certificates evidencing such Conversion Shares.