Common use of Procedures for Certain Transfers Clause in Contracts

Procedures for Certain Transfers. (a) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Article 3. (b) Prior to any proposed transfer of any Restricted Securities pursuant to Sections 3.1(a), (b), (e) and (g) hereof, TI shall give written notice to Micron of TI's intention to effect such transfer. 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), who shall be reasonably satisfactory to Micron, addressed to Micron and reasonably satisfactory in form and substance to Micron's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act; or (ii) a "no action" letter from the SEC and a copy of any request by TI (together with all supplements or amendments thereto), which shall have been provided to Micron 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 TI shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by TI to Micron. (c) In connection with any proposed transfer of Restricted Securities pursuant to Section 3.1(d) hereof, TI shall comply with all of the requirements of Rule 144 under the Securities Act and the reasonable requirements of Micron's transfer agent with respect to sales of Restricted Securities pursuant to Rule 144. (d) Each certificate evidencing the Restricted Securities transferred as herein provided (other than a transfer pursuant to Section 3.1(c)) shall bear the appropriate restrictive legend set forth (or described) in Section 3.4(a) above, except that such certificate shall not bear such restrictive legend if: (i) in the opinion of counsel for Micron, such legend is not required in order to establish compliance with any provisions of the Securities Act; (ii) the Restricted Securities have been held by the holder for more than two years, and the holder represents to counsel for Micron that it has not been an "AFFILIATE" (as such term is defined for purposes of Rule 144) of Micron during the three-month period prior to the sale and shall not become an affiliate (as such term is defined for purposes of Rule 144) of Micron without resubmitting the Restricted Securities for reimposition of the legend; or (iii) the Restricted Securities have been sold pursuant to Rule 144 and in compliance with Section 3.1(d). In addition, each certificate evidencing the Restricted Securities transferred pursuant to this Article 3 (other than transfers pursuant to Sections 3.1(c) and 3.1(d) hereof) shall bear the legend set forth in Section 3.3(b) above.

Procedures for Certain Transfers. (a) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Article Section 3. (b) Prior to any proposed transfer of any Restricted Securities pursuant to Sections 3.1(a), (b), (e) and (g) hereof, TI Intel shall give written notice to Micron of TI's its intention to effect such transfer. 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), who shall be reasonably satisfactory to Micron, addressed to Micron and reasonably satisfactory in form and substance to Micron's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act; or (ii) a "no action" letter from the SEC and a copy of any request by TI Intel (together with all supplements or amendments thereto), which shall have been provided to Micron 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 TI Intel shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by TI Intel to Micron. (c) In connection with any proposed transfer of Restricted Securities pursuant to Section 3.1(d) hereof, TI Intel shall comply with all of the applicable requirements of Rule 144 under the Securities Act and the reasonable requirements of Micron's transfer agent with respect to sales of Restricted Securities pursuant to Rule 144. (d) Each certificate evidencing the Restricted Securities transferred as herein provided (other than a transfer pursuant to Section 3.1(c)) shall bear the appropriate restrictive legend set forth (or described) in Section 3.4(a3.3(a) above, except that such certificate shall not bear such restrictive legend if: (i) in the opinion of counsel for Micron, such legend is not required in order to establish compliance with any provisions of the Securities Act; (ii) the Restricted Securities have been held by the holder for more than two years, and the holder represents to counsel for Micron that it has not been an "AFFILIATEaffiliate" (as such term is defined for purposes of Rule 144) of Micron during the three-three- month period prior to the sale and shall not become an affiliate (as such term is defined for purposes of Rule 144) of Micron without resubmitting the Restricted Securities for reimposition of the legend; or (iii) the Restricted Securities have been sold pursuant to Rule 144 and in compliance with Section 3.1(d). In addition, each certificate evidencing the Restricted Securities transferred pursuant to this Article Section 3 (other than transfers pursuant to Sections 3.1(c) and 3.1(d) hereof) shall bear the legend set forth in Section 3.3(b3.2(b) above.

Procedures for Certain Transfers. (a) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Article Section 3. (b) Prior to any proposed transfer of any Restricted Securities pursuant to Sections 3.1(a), (b), (e) and (g) hereof, TI Intel shall give written notice to Micron of TI's its intention to effect such transfer. 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), who shall be reasonably satisfactory to Micron, addressed to Micron and reasonably satisfactory in form and substance to Micron's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act; or (ii) a "no action" letter from the SEC and a copy of any request by TI Intel (together with all supplements or amendments thereto), which shall have been provided to Micron 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 TI Intel shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by TI Intel to Micron. (c) In connection with any proposed transfer of Restricted Securities pursuant to Section 3.1(d) hereof, TI Intel shall comply with all of the applicable requirements of Rule 144 under the Securities Act and the reasonable requirements of Micron's transfer agent with respect to sales of Restricted Securities pursuant to Rule 144. (d) Each certificate evidencing the Restricted Securities transferred as herein provided (other than a transfer pursuant to Section 3.1(c)) shall bear the appropriate restrictive legend set forth (or described) in Section 3.4(a3.3(a) above, except that such certificate shall not bear such restrictive legend if: (i) in the opinion of counsel for Micron, such legend is not required in order to establish compliance with any provisions of the Securities Act; (ii) the Restricted Securities have been held by the holder for more than two years, and the holder represents to counsel for Micron that it has not been an "AFFILIATE" (as such term is defined for purposes of Rule 144) of Micron during the three-month period prior to the sale and shall not become an affiliate (as such term is defined for purposes of Rule 144) of Micron without resubmitting the Restricted Securities for reimposition of the legend; or (iii) the Restricted Securities have been sold pursuant to Rule 144 and in compliance with Section 3.1(d). In addition, each certificate evidencing the Restricted Securities transferred pursuant to this Article Section 3 (other than transfers pursuant to Sections 3.1(c) and 3.1(d) hereof) shall bear the legend set forth in Section 3.3(b3.2(b) above.

Procedures for Certain Transfers. (a) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Article Section 3. (b) Prior to any proposed transfer of any Restricted Securities pursuant to Sections 3.1(a), (b), (e) and (g) hereof, TI Intel Capital shall give written notice to Micron of TI's its intention to effect such transfer. 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), who shall be reasonably satisfactory to Micron, addressed to Micron and reasonably satisfactory in form and substance to Micron's ’s counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act; or (ii) a "“no action" ” letter from the SEC and a copy of any request by TI Intel Capital (together with all supplements or amendments thereto), which shall have been provided to Micron at or prior to the time of first delivery to the SEC's ’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 TI Micron shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by TI Intel Capital to Micron. (c) In connection with any proposed transfer of Restricted Securities pursuant to Section 3.1(d) hereof, TI Intel Capital shall comply with all of the applicable requirements of Rule 144 under the Securities Act and the reasonable requirements of Micron's ’s transfer agent with respect to sales of Restricted Securities pursuant to Rule 144. (d) Each certificate evidencing the Restricted Securities transferred as herein provided (other than a transfer pursuant to Section 3.1(c)) shall bear the appropriate restrictive legend set forth (or described) in Section 3.4(a3.3(a) above, except that such certificate shall not bear such restrictive legend if: (i) in the opinion of counsel for Micron, such legend is not required in order to establish compliance with any provisions of the Securities Act; (ii) the Restricted Securities have been held by the holder for more than two years, and the holder represents to counsel for Micron that it has not been an "AFFILIATE" “affiliate” (as such term is defined for purposes of Rule 144) of Micron during the three-month period prior to the sale and shall not become an affiliate (as such term is defined for purposes of Rule 144) of Micron without resubmitting the Restricted Securities for reimposition of the legend; or (iii) the Restricted Securities have been sold pursuant to Rule 144 and in compliance with Section 3.1(d). In addition, each certificate evidencing the Restricted Securities transferred pursuant to this Article Section 3 (other than transfers pursuant to Sections 3.1(c) and 3.1(d)) hereof) hereof shall bear the legend set forth in Section 3.3(b3.2(b) above.

Procedures for Certain Transfers. (a) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Article 3. (b) Prior to any proposed transfer of any Restricted Securities pursuant to Sections 3.1(a), (b), (e) and (g) hereof, TI shall give written notice to Micron of TI's intention to effect such transfer. 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), who shall be reasonably satisfactory to Micron, addressed to Micron and reasonably satisfactory in form and substance to Micron's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act; or (ii) a "no action" letter from the SEC and a copy of any request by TI (together with all supplements or amendments thereto), which shall have been provided to Micron 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 TI shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by TI to Micron. (c) In connection with any proposed transfer of Restricted Securities pursuant to Section 3.1(d) hereof, TI shall comply with all of the requirements of Rule 144 under the Securities Act and the reasonable requirements of Micron's transfer agent with respect to sales of Restricted Securities pursuant to Rule 144. (d) Each certificate evidencing the Restricted Securities transferred as herein provided (other than a transfer pursuant to Section 3.1(c)) shall bear the appropriate restrictive legend set forth (or described) in Section 3.4(a) above, except that such certificate shall not bear such restrictive legend if: (i) in the opinion of counsel for Micron, such legend is not required in order to establish compliance with any provisions of the Securities Act; (ii) the Restricted Securities have been held by the holder for more than two years, and the holder represents to counsel for Micron that it has not been an "AFFILIATEaffiliate" (as such term is defined for purposes of Rule 144) of Micron during the three-month period prior to the sale and shall not become an affiliate (as such term is defined for purposes of Rule 144) of Micron without resubmitting the Restricted Securities for reimposition of the legend; or (iii) the Restricted Securities have been sold pursuant to Rule 144 and in compliance with Section 3.1(d). In addition, each certificate evidencing the Restricted Securities transferred pursuant to this Article 3 (other than transfers pursuant to Sections 3.1(c) and 3.1(d) hereof) shall bear the legend set forth in Section 3.3(b) above.

Procedures for Certain Transfers. (a) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Article 3. (b) Prior to any proposed sale or transfer of any Restricted Securities pursuant to Sections 3.1(a)Securities, (b), (e) and (g) hereof, TI DSC shall give written notice to Micron of TIDSC's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and and, unless such sale or transfer is being made pursuant to the Shelf Registration Statement in accordance with a Distribution Request or in compliance with Rule 144 more than one year after the Closing Date, shall be accompanied by either: : (i) a written opinion of legal counsel (including in-house counsel), who shall be reasonably satisfactory to Micron, addressed to Micron and reasonably satisfactory in form and substance to Micron's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act; or (ii) a "no action" letter from the SEC and a copy of any request by TI DSC (together with all supplements or amendments thereto), which shall have been provided to Micron 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 TI DSC shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by TI DSC to Micron. DSC shall provide Micron with prompt written notice if it sells any Shares (which notice shall include the number of Shares sold). (c) In connection with any proposed sale or transfer of Restricted Securities pursuant to Section 3.1(d) hereofin accordance with Rule 144, TI DSC shall comply with all of the requirements of Rule 144 under the Securities Act and the reasonable requirements of Micron's transfer agent with respect to sales of Restricted Securities pursuant to Rule 144such sale or transfer, including any required legal opinion. (d) Each certificate evidencing the Restricted Securities transferred as herein provided (other than a transfer pursuant to Section 3.1(c)) Shares shall bear the appropriate restrictive legend set forth (or described) in Section 3.4(a) above3.1 above (such Shares being referred to as the "Restricted Securities"), except that such certificate shall not bear such restrictive legend and such Shares shall not be Restricted Securities if: (i) in the opinion of counsel for Micron, such legend is not required in order to establish compliance with any provisions of the Securities Act; (ii) the Restricted Securities have been held by the holder for more than two years, and the holder represents to counsel for Micron that it has not been an "AFFILIATEaffiliate" (as such term is defined for purposes of Rule 144) of Micron during the three-month period prior to the sale and shall not become an affiliate (as such term is defined for purposes of Rule 144) of Micron without resubmitting the Restricted Securities for reimposition of the legend; or (iii) the Restricted Securities have been sold pursuant to Rule 144 and in compliance with Section 3.1(d3.2(c). In addition, each certificate evidencing the Restricted Securities ; or (iv) such Shares have been sold or otherwise transferred by DSC pursuant to this Article 3 an effective registration statement (other than transfers pursuant to Sections 3.1(c) and 3.1(d) hereof) shall bear including the legend set forth in Section 3.3(b) aboveShelf Registration Statement).

Procedures for Certain Transfers. (a) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Article 32. (b) Prior to any proposed transfer of any Restricted Securities and other than any transfer effected pursuant to Sections 3.1(a)the S-3 Registration Statement, (b)a Piggyback Registration Statement or any other effective registration statement under the Securities Act, (e) and (g) hereof, TI Tekelec shall give written notice to Micron Catapult of TITekelec's intention to effect such transfer. 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), who shall be reasonably satisfactory to MicronCatapult, addressed to Micron Catapult and reasonably satisfactory in form and substance to MicronCatapult's counsel, to the effect that the proposed transfer of the Restricted Securities securities may be effected without registration under the Securities Act; or (ii) a "no action" letter from the SEC and a copy of any request by TI Tekelec (together with all supplements or amendments thereto), which request (and any supplement or amendment thereto) shall have been provided to Micron Catapult 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 TI Tekelec shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by TI Tekelec to MicronCatapult. (c) In connection with any proposed transfer of Restricted Securities pursuant to Section 3.1(d) hereofRule 144, TI Tekelec shall comply with all of the requirements of Rule 144 under the Securities Act and the reasonable requirements of MicronCatapult's transfer agent with respect to sales of Restricted Securities securities pursuant to Rule 144. (d) Each certificate evidencing the Restricted Securities transferred as herein provided (other than a transfer pursuant to Section 3.1(c)the S-3 Registration Statement or any Piggyback Registration Statement or other effective registration statement under the Securities Act) shall bear the appropriate restrictive legend set forth (or described) in Section 3.4(a2.1(a) above, except that such certificate shall not bear such restrictive legend if: (i) in the opinion of counsel for MicronCatapult, such legend is not required in order to establish compliance with any provisions of the Securities Act; (ii) the Restricted Securities have been held by the holder for more than two years, and the holder represents to counsel for Micron Catapult that it has not been an "AFFILIATEaffiliate" (as such term is defined for purposes of Rule 144) of Micron Catapult during the three-month period prior to the sale and shall not become an affiliate (as such term is defined for purposes of Rule 144) of Micron Catapult without resubmitting the Restricted Securities for reimposition of the legend; or (iii) the Restricted Securities have been sold pursuant to in accordance with Rule 144 and in compliance with Section 3.1(d). In addition, each certificate evidencing the Restricted Securities transferred pursuant to this Article 3 (other than transfers pursuant to Sections 3.1(c) and 3.1(d) hereof) shall bear the legend set forth in Section 3.3(b) above144.

Procedures for Certain Transfers. (a) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Article 3. (b) Prior to any proposed transfer of any Restricted Securities pursuant to Sections 3.1(a)Securities, (b), (e) and (g) hereof, TI a Stockholder shall give written notice to Micron Avanex of TI's 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. Each 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), who shall be ) addressed to Avanex and reasonably satisfactory to Micron, addressed to Micron and reasonably satisfactory in form and substance to Micron's counselAvanex, to the effect that the proposed transfer of the Restricted Securities may be effected without 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 any the request letter by TI such Stockholder (together with all supplements or amendments thereto), which shall have been provided to Micron Avanex at or prior to the time of first delivery to the SEC's staff, to the effect that the transfer of such securities Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon TI such Stockholder shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by TI such Stockholder to MicronAvanex. (c) In connection with any proposed transfer of Restricted Securities pursuant to Section 3.1(d) hereof, TI shall comply with all of the requirements of Rule 144 under the Securities Act and the reasonable requirements of Micron's transfer agent with respect to sales of Restricted Securities pursuant to Rule 144. (db) Each certificate evidencing the Restricted Securities transferred as herein provided (other than a transfer pursuant to Section 3.1(c)) shall bear the appropriate restrictive legend set forth (or described) in Section 3.4(a3.2(a) above, except that the legend and the stock transfer instructions and record notations with respect to such certificate Restricted Securities shall not bear such restrictive legend be removed if: (i) in the opinion of outside or in-house counsel for MicronAvanex, 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 have been held by may be made without registration under the holder for more than two yearsSecurities Act, and the holder represents to counsel for Micron that it has not been an "AFFILIATE" (as such term is defined for purposes of Rule 144) of Micron during the three-month period prior to the sale and shall not become an affiliate (as such term is defined for purposes of Rule 144) of Micron without resubmitting the Restricted Securities for reimposition of the legend; 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 have been can be sold pursuant to section (k) of Rule 144 and in compliance with Section 3.1(d)under the Securities Act. In addition, each Each certificate evidencing the Restricted Securities transferred pursuant to this Article 3 (other than transfers pursuant to Sections 3.1(c) and 3.1(d) hereof) shall bear the appropriate restrictive legend set forth in Section 3.3(b3.2(b) above, except that the legend and the stock transfer instructions and record notations with respect to such Restricted 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 Article 3, and (y) expiration of the restrictions on transfer set forth in Section 3.1.

Procedures for Certain Transfers. (a) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Article 3. (b) Prior to any proposed transfer of any Restricted Securities pursuant to Sections 3.1(a), (b), (e3.1(b) and (g3.1(e)(i) hereof, TI Cabletron shall give written notice to Micron Efficient of TICabletron's intention to effect such transfer. 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), who shall be reasonably satisfactory to MicronEfficient, addressed to Micron Efficient and reasonably satisfactory in form and substance to MicronEfficient's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act; or (ii) a "no action" letter from the SEC and a copy of any request by TI Cabletron (together with all supplements or amendments thereto), which shall have been provided to Micron Efficient at or prior to the time of first delivery to the SEC's staff, to the effect that the transfer of such securities Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon TI Cabletron shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by TI Cabletron to MicronEfficient. (cb) In connection with any proposed transfer of Restricted Securities pursuant to Rule 144 as provided in Section 3.1(d) hereofabove, TI Cabletron shall comply with all of the requirements of Rule 144 under the Securities Act and the reasonable requirements of MicronEfficient's transfer agent with respect to sales of Restricted Securities restricted securities pursuant to Rule 144. (dc) Each certificate evidencing the Restricted Securities transferred as herein provided (other than a transfer pursuant to Section 3.1(c)) or pursuant to the Shelf Registration Statement) shall bear the appropriate restrictive legend set forth (or described) in Section 3.4(a) above, except that such certificate shall not bear such restrictive legend if: (i) in the opinion of counsel for MicronEfficient, such legend is not required in order to establish compliance with any provisions of the Securities Act; (ii) the Restricted Securities have been held by the holder for more than two years, and the holder represents to counsel for Micron Efficient that it has not been an "AFFILIATEAffiliate" (as such term is defined for purposes of Rule 144) of Micron Efficient during the three-month period prior to the sale and shall not become an affiliate (as such term is defined for purposes of Rule 144) of Micron Efficient without resubmitting the Restricted Securities for reimposition of the legend; or (iii) the Restricted Securities have been sold pursuant to Rule 144 and in compliance with Section 3.1(d). In addition, each certificate evidencing the Restricted Securities transferred pursuant to this Article 3 (other than transfers pursuant to Sections 3.1(c) and 3.1(d) hereofor pursuant to the Shelf Registration Statement) shall bear the legend set forth in Section 3.3(b3.2(b) above. The restrictive legend specified in Section 3.2(a) shall promptly be removed in connection with a sale pursuant to Section 3.1(c) or the Shelf Registration Statement or the satisfaction of subclause (i), (ii) or (iii) above. The restrictive legend specified in Section 3.2(b) shall be removed upon termination of Article 3 as set forth in Section 3.5 below or in connection with a transfer of securities which does not require the transferee to be bound by this Section 3.

Procedures for Certain Transfers. (a) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Article 3. (b) Prior to any proposed transfer of any Restricted Securities pursuant to Sections 3.1(a)Securities, (b), (e) and (g) hereof, TI a Stockholder shall give written notice to Micron Avanex of TI's 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. Each 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), who shall be ) addressed to Avanex and reasonably satisfactory to Micron, addressed to Micron and reasonably satisfactory in form and substance to Micron's counselAvanex, to the effect that the proposed transfer of the Restricted Securities may be effected without 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 any the request letter by TI such Stockholder (together with all supplements or amendments thereto), which shall have been provided to Micron Avanex at or prior to the time of first delivery to the SEC's ’s staff, to the effect that the transfer of such securities Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon TI such Stockholder shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by TI such Stockholder to MicronAvanex. (c) In connection with any proposed transfer of Restricted Securities pursuant to Section 3.1(d) hereof, TI shall comply with all of the requirements of Rule 144 under the Securities Act and the reasonable requirements of Micron's transfer agent with respect to sales of Restricted Securities pursuant to Rule 144. (db) Each certificate evidencing the Restricted Securities transferred as herein provided (other than a transfer pursuant to Section 3.1(c)) shall bear the appropriate restrictive legend set forth (or described) in Section 3.4(a3.2(a) above, except that the legend and the stock transfer instructions and record notations with respect to such certificate Restricted Securities shall not bear such restrictive legend be removed if: (i) in the opinion of outside or in-house counsel for MicronAvanex, 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 have been held by may be made without registration under the holder for more than two yearsSecurities Act, and the holder represents to counsel for Micron that it has not been an "AFFILIATE" (as such term is defined for purposes of Rule 144) of Micron during the three-month period prior to the sale and shall not become an affiliate (as such term is defined for purposes of Rule 144) of Micron without resubmitting the Restricted Securities for reimposition of the legend; 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 have been can be sold pursuant to section (k) of Rule 144 and in compliance with Section 3.1(d)under the Securities Act. In addition, each Each certificate evidencing the Restricted Securities transferred pursuant to this Article 3 (other than transfers pursuant to Sections 3.1(c) and 3.1(d) hereof) shall bear the appropriate restrictive legend set forth in Section 3.3(b3.2(b) above, except that the legend and the stock transfer instructions and record notations with respect to such Restricted 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 Article 3, and (y) expiration of the restrictions on transfer set forth in Section 3.1.

Procedures for Certain Transfers. (a) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Article 32. (b) Prior to any proposed transfer of any Restricted Securities and other than any transfer effected pursuant to Sections 3.1(a)the S-3 Registration Statement, (b)a Piggyback Registration Statement or any other effective registration statement under the Securities Act, (e) and (g) hereof, TI Tekelec shall give written notice to Micron Catapult of TITekelec's intention to effect such transfer. 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), who shall be reasonably satisfactory to MicronCatapult, addressed to Micron Catapult and reasonably satisfactory in form and substance to MicronCatapult's counsel, to the effect that the proposed transfer of the Restricted Securities securities may be effected without registration under the Securities Act; or (ii) a "no action" letter from the SEC and a copy of any request by TI Tekelec (together with all supplements or amendments thereto), which request (and any supplement or amendment thereto) shall have been provided to Micron Catapult 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 TI Tekelec shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by TI Tekelec to MicronCatapult. (c) In connection with any proposed transfer of Restricted Securities pursuant to Section 3.1(d) hereofRule 144, TI Tekelec shall comply with all of the requirements of Rule 144 under the Securities Act and the reasonable requirements of MicronCatapult's transfer agent with respect to sales of Restricted Securities securities pursuant to Rule 144. (d) Each certificate evidencing the Restricted Securities transferred as herein provided (other than a transfer pursuant to Section 3.1(c)the S-3 Registration Statement or any Piggyback Registration Statement or other effective registration statement under the Securities Act) shall bear the appropriate restrictive legend set forth (or described) in Section 3.4(a2.1(a) above, except that such certificate shall not bear such restrictive legend if: (i) in the opinion of counsel for MicronCatapult, such legend is not required in order to establish compliance with any provisions of the Securities Act; (ii) the Restricted Securities have been held by the holder for more than two years, and the holder represents to counsel for Micron Catapult that it has not been an "AFFILIATE" (as such term is defined for purposes of Rule 144) of Micron Catapult during the three-month period prior to the sale and shall not become an affiliate (as such term is defined for purposes of Rule 144) of Micron Catapult without resubmitting the Restricted Securities for reimposition of the legend; or (iii) the Restricted Securities have been sold pursuant to in accordance with Rule 144 and in compliance with Section 3.1(d). In addition, each certificate evidencing the Restricted Securities transferred pursuant to this Article 3 (other than transfers pursuant to Sections 3.1(c) and 3.1(d) hereof) shall bear the legend set forth in Section 3.3(b) above144.

Procedures for Certain Transfers. (a) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Article 3. (b) Prior to any proposed transfer of any Restricted Securities pursuant to Sections 3.1(a), (b), (e) and (g) hereof, TI shall give written notice to Micron of TI's intention to effect such transfer. 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), who shall be reasonably satisfactory to Micron, addressed to Micron and reasonably satisfactory in form and substance to Micron's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act; or (ii) a "no action" letter from the SEC and a copy of any request by TI (together with all supplements or amendments thereto), which shall have been provided to Micron 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 TI shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by TI to Micron. (c) In connection with any proposed transfer of Restricted Securities pursuant to Section 3.1(d) hereof, TI shall comply with all of the requirements of Rule 144 under the Securities Act and the reasonable requirements of Micron's transfer agent with respect to sales of Restricted Securities pursuant to Rule 144. (d) Each certificate evidencing the Restricted Securities transferred as herein provided (other than a transfer pursuant to Section 3.1(c)) shall bear the appropriate restrictive legend set forth (or described) in Section 3.4(a) above, except that such certificate shall not bear such restrictive legend if: (i) in the opinion of counsel for Micron, such legend is not required in order to establish compliance with any provisions of the Securities Act; (ii) the Restricted Securities have been held by the holder for more than two years, and the holder represents to counsel for Micron that it has not been an "AFFILIATE" (as such term is defined for purposes of Rule 144) of Micron during the three-three- month period prior to the sale and shall not become an affiliate (as such term is defined for purposes of Rule 144) of Micron without resubmitting the Restricted Securities for reimposition of the legend; or (iii) the Restricted Securities have been sold pursuant to Rule 144 and in compliance with Section 3.1(d). In addition, each certificate evidencing the Restricted Securities transferred pursuant to this Article 3 (other than transfers pursuant to Sections 3.1(c) and 3.1(d) hereof) shall bear the legend set forth in Section 3.3(b) above.

Procedures for Certain Transfers. (a) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects In connection with the provisions of this Article 3. (b) Prior to any proposed transfer of any Restricted Securities pursuant to Sections 3.1(a), (b), ) or (e) and (gc) hereof, TI Parent shall give written notice provide the Purchaser with evidence reasonably satisfactory to Micron of TI's intention to effect such transfer. Each such notice shall describe Purchaser and its counsel that the manner and circumstances of transaction may be effected without registration under the proposed transfer in sufficient detailSecurities Act, and shall be accompanied by either: which may include: (i) a written opinion of legal counsel (including in-house counsel), who shall be reasonably satisfactory to MicronPurchaser, addressed to Micron Purchaser and reasonably satisfactory in form and substance to MicronPurchaser's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act; or (ii) a "no action" letter from the SEC and a copy of any request by TI Parent (together with all supplements or amendments thereto), which shall have been provided to Micron Purchaser at or prior to the time of first delivery to the SEC's staff, to the effect that the transfer of such securities Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon TI Parent shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by TI Parent to MicronPurchaser. (cb) In connection with any proposed transfer of Restricted Securities pursuant to Section 3.1(d) hereofRule 144, TI Parent shall comply with all of the requirements of Rule 144 under the Securities Act and the reasonable requirements of MicronPurchaser's transfer agent with respect to sales of Restricted Securities restricted securities pursuant to Rule 144. (dc) Each certificate evidencing the Restricted Securities transferred as herein provided (other than a transfer pursuant to Section 3.1(c)a registration statement) shall bear the appropriate restrictive legend set forth (or described) in Section 3.4(a) above3.2, except that such certificate shall not bear such restrictive legend if: (i) in the opinion of counsel for MicronPurchaser, such legend is not required in order to establish compliance with any provisions of the Securities Act; (ii) the Restricted Securities have been held by the holder for more than two years, and the holder represents to counsel for Micron Purchaser that it has not been an "AFFILIATEAffiliate" (as such term is defined for purposes of Rule 144) of Micron Purchaser during the three-month period prior to the sale and shall not become an affiliate (as such term is defined for purposes of Rule 144) of Micron Purchaser without resubmitting the Restricted Securities for reimposition of the legend; or (iii) the Restricted Securities have been sold pursuant to Rule 144 and in compliance with Section 3.1(d). In addition, each certificate evidencing the Restricted Securities transferred or pursuant to this Article 3 (other than transfers an effective registration statement. The restrictive legend specified in Section 3.2 shall promptly be removed in connection with a sale pursuant to Sections 3.1(ca registration statement or the satisfaction of subclause (i), (ii) and 3.1(d) hereof) shall bear the legend set forth in Section 3.3(bor (iii) above.