Procedures For Transferring Sample Clauses

Procedures For Transferring. Upon request by the Company, any Stockholder Transferring Shares shall deliver a written opinion of counsel for such Stockholder, addressed to the Company, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company), the proposed Transfer does not involve a transaction requiring registration or qualification of such Shares under the Securities Act of 1933, as amended (the "Securities Act") or the securities or "blue sky" laws of any state of the United States. Subject to Section 2, such Stockholder shall be entitled to Transfer such Shares if the Company does not reasonably object to such Transfer and request such opinion within fifteen (15) days after delivery of Transfer Notice to the Company, or, if it requests such opinion, after it has received such opinion. Subject to Section 3.4, each certificate or other instrument evidencing the securities issued upon the Transfer of any Shares (and each certificate or other instrument evidencing any untransferred balance of such Shares) shall bear the legends set forth in Section 3.2.

Procedures For Transferring. Upon request by the Company, if the Stockholder desires to Transfer Shares, it shall first give notice to the Company describing such Transfer and furnish to the Company, at the Stockholder's expense, either (i) an opinion, reasonably satisfactory to counsel for the Company, of Winston & ▇▇▇▇▇▇, or other counsel skilled in securities matters (selected by the Stockholder and reasonably satisfactory to the Company) to the effect that the proposed sale or transfer may be made without registration under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) an interpretive letter from the staff of the Securities and Exchange Commission to the effect that no enforcement action will be recommended if the proposed sale or transfer is made without registration under the Securities Act, in either case accompanied by evidence that such transfer will be in compliance with applicable state securities ("blue sky") laws; provided, however, that the foregoing shall not apply with respect to (1) any Transfer pursuant to an effective registration statement under the Securities Act, or (2) any Transfers between the Stockholder and any Affiliate of the Stockholder for its own account. Each certificate or other instrument evidencing the securities issued upon the Transfer of any Shares (and each certificate or other instrument evidencing any untransferred balance of such Shares) shall bear the legends set forth in Section 1.4 hereof.

Procedures For Transferring. Upon request by the Company, any Stockholder seeking to Transfer Shares shall deliver a written opinion, addressed to the Company, of counsel for such Stockholder, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company), the proposed Transfer does not involve a transaction requiring registration or qualification of such Shares under the Securities Act; provided, however, that no such opinion shall be required in the case of a Transfer by any Investor Holder or Institutional Investor to its Affiliates or, if any Stockholder is a partnership or limited liability company, a Transfer by any Stockholder or its Affiliates pro rata to its partners or members. Each certificate or other instrument evidencing the securities issued upon the Transfer of any Shares (and each certificate or other instrument evidencing any untransferred balance of such Shares) shall bear the legends set forth in Section 4.2.