Common use of Requests for Transfer Clause in Contracts

Requests for Transfer. In order to provide for the effective policing of this Section 4.1, a Stockholder who proposes to effect a Transfer pursuant to Section 4.1(c) must submit, prior to the date of the proposed Transfer, a written request in writing (a “Transfer Request”) that the Company review the proposed Transfer and authorize or not authorize the proposed Transfer pursuant to this Section 4.1. A Transfer Request shall include: (i) the name, address, jurisdiction of organization or citizenship and telephone number of the proposed Transferee, (ii) the number of Shares proposed to be so Transferred, (iii) the date on which the proposed Transfer is expected to take place, (iv) the name of the Stockholder proposing such Transfer, (v) certification that such Stockholder is an Accredited Investor, and (vi) such information as the Company in its reasonable discretion may request (and which may, in the Company’s reasonable discretion, include an opinion of counsel to be provided at the Transferor’s sole cost and expense to such effect) to establish that registration of the proposed Transfer is not required under the Securities Act or any applicable state securities or “blue sky” laws. The Company shall, within five Business Days after its receipt of a Transfer Request that includes all of the information set forth in the foregoing clauses (i) through (v), determine whether to authorize (subject to compliance with all of the applicable provisions, if any, set forth in Article 5) the Transfer proposed in such Transfer Request and shall notify the proposed Transferor of such determination; provided, that the only bases on which a Transfer may be denied are failure to comply with the applicable obligations and restrictions set forth in this Article 4 or in Article 5 (including paragraph (f) below) if applicable; provided, further, that if the Company does not notify the proposed Transferor of its determination within such time period, the Transfer proposed in such Transfer Request shall be deemed to be approved hereunder.

Requests for Transfer. In order to provide for the effective policing of compliance with this Section 4.14.02, a Stockholder Holder who proposes to effect a Transfer of Warrants, or who proposes to effect a deemed Transfer pursuant to which Warrant Shares are to be issued in the name of a Person other than the record h older of the applicable Warrant, must submit to the Company in accordance with Section 4.1(c) must submit7.03, prior to the date of the proposed Transfer, a written request in writing (a “Transfer Request”) that the Company review the proposed Transfer and authorize or not authorize the proposed Transfer pursuant to this Section 4.14.02. A Transfer Request shall include: (i) the name, address, jurisdiction of organization or citizenship and telephone number of the proposed Transferee, (ii) the number of Shares Warrants proposed to be so Transferred, (iii) the date on which the proposed Transfer is expected to take place, (iv) the name of the Stockholder Holder proposing such Transfer, and (v) certification that such Stockholder is an Accredited Investor, and (vi) such information as the Company in its reasonable discretion may reasonably request (and which may, in the Company’s reasonable sole discretion, include an opinion of counsel to be provided at the Transferor’s sole cost and expense to such effect) to establish that registration of the proposed Transfer is not required under the Securities Act or any applicable state securities or “blue sky” laws. The Company shall, within five Business Days after its receipt of a Transfer Request that includes all of the information set forth in the foregoing clauses (i) through (v), determine whether to authorize (subject to compliance with all of the applicable provisions, if any, set forth in Article 5) the Transfer proposed in such Transfer Request and shall notify the proposed Transferor of such determination; provided, provided that the only bases on which a Transfer may be denied are failure to comply with the applicable obligations and restrictions set forth in this Article 4 IV or in Article 5 4 of the Stockholders Agreement (including paragraph (fother than Section 4.1(f) below) if applicableof the Stockholders Agreement); provided, further, that if the Company does not notify the proposed Transferor of its determination within such time period, the Transfer proposed in such Transfer Request shall be deemed to be approved hereunder.

Requests for Transfer. (i) In order to provide for the effective policing of this Section 4.1these provisions, a Stockholder potential transferor or transferee who proposes to effect a Transfer pursuant to Section 4.1(c) must submitTransfer, prior to the date of the proposed Transfer, must submit to the Corporation a written request in writing (a “Transfer Request”) that the Company Corporation review the proposed Transfer and authorize or not authorize the proposed Transfer pursuant to this Section 4.13.1. A Transfer Request shall include: be mailed or delivered to (i) the Secretary, General Counsel or Chief Financial Officer of the Corporation, or any of their designees, and (ii) the Chairman of the Board of the Corporation (the “Transfer Request Recipients”), in each case at the Corporation’s principal place of business. Such Request shall be deemed to have been delivered when delivered to the Transfer Request Recipients in accordance with the foregoing sentence. A Request shall include (A) the name, address, jurisdiction of organization or citizenship address and telephone number of the proposed Transfereetransferee, (iiB) a description of the number of Shares interest proposed to be so Transferredtransferred by the proposed transferee, (iiiC) the date on which the proposed Transfer is expected to take place, (ivD) the name of the Stockholder proposing such Transferproposed transferor of the interest to be Transferred, (vE) certification that such Stockholder is an Accredited Investorthe percentage of the proposed transferor’s total interest to be Transferred, and (viF) such if applicable, reasonably sufficient information as the Company in its reasonable discretion may request (and which may, in the Company’s reasonable discretionbut shall not be required to, include an opinion of counsel to be provided at the Transferor’s sole cost and expense to such effectcounsel) to establish that no registration of the such proposed Transfer is not required under the Securities Act or any applicable state securities or “blue sky” lawslaws and (G) a request that the Corporation authorize, if appropriate, the Transfer pursuant to the relevant sections of this Section 3.1 and inform the proposed transferor and transferee of its determination regarding the proposed Transfer. The Company shall, within Within five (5) Business Days after its of receipt of a any Request, the Transfer Request that includes all Recipients shall seek to obtain the Board’s authorization or denial of the information set forth proposed Transfer described in the foregoing clauses Request; provided, however; that (i1) through if the Transfer Request Recipients do not obtain the authorization or denial of the proposed Transfer within such five (v)5) Business Days, such Transfer shall be deemed to be authorized hereunder, and (2) if, based on the Board’s denial, the Transfer Request Recipients deny such proposed Transfer under subclause (c) or (d) of this Section 3.1 then, upon the further request of the potential transferor, the Board shall call a special meeting as soon as practicable, and in any case within fifteen (15) days after receipt by the Transfer Request Recipients of a Request, and shall act to determine whether to authorize the proposed Transfer described in the Request. The Board shall conclusively determine whether to authorize the proposed Transfer, in its discretion and judgment (subject which discretion and judgment shall be limited to compliance with all of the applicable provisions, if any, same bases as are set forth in Article 5above under subclause (c) or (d) of this Section 3.1 with regard to the Transfer proposed in such Transfer Request Recipients), and shall notify immediately inform the proposed Transferor transferee or transferor making the Request of such determination; provided, however, that in no event shall the only bases on which potential transferor be permitted to challenge a decision made by the Board to deny a Transfer may be denied are failure pursuant to comply with the applicable obligations and restrictions set forth in subclause (b) of this Article 4 or in Article 5 (including paragraph (f) below) if applicable; provided, further, that if the Company does not notify the proposed Transferor of its determination within such time period, the Transfer proposed in such Transfer Request shall be deemed to be approved hereunderSection 3.1.