Common use of Restrictions on Transfer Registration of Transfers Clause in Contracts

Restrictions on Transfer Registration of Transfers. Prior to any proposed transfer of the Warrants or the Warrant Shares, unless such transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), the transferring Holder will, if requested by the Company, deliver to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the Warrants or Warrant Shares, as applicable, may be sold or otherwise transferred without registration under the Securities Act; provided, however, that with respect to transfers by Holders to their Affiliates, no such opinion shall be required. Upon original issuance thereof, and until such time as the same shall have been registered under the Securities Act or sold pursuant to Rule 144 promulgated thereunder (or any similar rule or regulation), each Warrant Certificate shall bear the legend included on the first page of Exhibit A, unless in the opinion of such counsel, such legend is no longer required by the Securities Act. The Company shall from time to time register the transfer of any outstanding Warrant Certificates in the Warrant Register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee Holder(s) and the surrendered Warrant Certificate shall be canceled and disposed of by the Company.

Restrictions on Transfer Registration of Transfers. Prior to any proposed transfer of the Warrants or the Warrant Shares, unless such transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “"Securities Act”"), the transferring Holder will, if requested by the CompanyDIMAC Holdings, deliver to the Company DIMAC Holdings an opinion of counsel, reasonably satisfactory in form and substance to the CompanyDIMAC Holdings, to the effect that the Warrants or Warrant Shares, as applicable, may be sold or otherwise transferred without registration under the Securities Act; provided, however, that with respect to transfers by Holders a Holder to their its Affiliate or Affiliates, no such opinion shall be required. A transfer made by a Holder which is a state-sponsored employee benefit plan to a successor trust or fiduciary pursuant to a statutory reconstitution shall be expressly permitted and no opinions of counsel shall be required in connection therewith. Upon original issuance thereof, and until such time as the same shall have been registered under the Securities Act or sold pursuant to Rule 144 promulgated thereunder (or any similar rule or regulation), each Warrant Certificate shall bear the legend included on the first page of Exhibit A, unless in the opinion of such counsel, such legend is no longer required by the Securities ActAct or by the Stockholders Agreement, as applicable. The Company Subject to the conditions to transfer contained in the Stockholders Agreement, DIMAC Holdings shall from time to time register the transfer of any outstanding Warrant Certificates in the Warrant Register to be maintained by the Company DIMAC Holdings upon surrender thereof accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the CompanyDIMAC Holdings, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee Holder(s) and the surrendered Warrant Certificate shall be canceled and disposed of by DIMAC Holdings. Any attempted transfer in violation of the CompanyStockholders Agreement shall be null and void ab initio. Notwithstanding any contrary provision of Section 5 of the Securities Purchase Agreement, so long as any Warrants remain outstanding and so long as DIMAC Holdings shall not have registered any of its securities pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or filed a registration statement pursuant to the requirements of the Securities Act, upon written request, DIMAC Holdings will deliver to each Holder the financial statements, reports and compliance certificates specified by Sections 5.2 and 5.3 of the Securities Purchase Agreement, regardless of whether any Notes (as defined in the Securities Purchase Agreement) remain unpaid and outstanding.

Restrictions on Transfer Registration of Transfers. Prior to any proposed transfer of the Warrants or the Warrant Shares, unless such transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), the transferring Holder will, if requested by the CompanyQES, deliver to the Company QES an opinion of counsel, reasonably satisfactory in form and substance to the CompanyQES, to the effect that the Warrants or Warrant Shares, as applicable, may be sold or otherwise transferred without registration under the Securities Act; provided, however, that with respect to transfers by Holders a Holder to their its Affiliate or Affiliates, no such opinion shall be required. Upon original issuance thereof, and until such time as the same shall have been registered under the Securities Act or sold pursuant to Rule 144 promulgated thereunder (or any similar rule or regulation), each Warrant Certificate shall bear the legend included on the first page of Exhibit A, unless in the opinion of such counsel, such legend is no longer required by the Securities Act. The Company Subject to the conditions to transfer contained in the Amended and Restated Equity Rights Agreement dated as of the date hereof, by and among QES Holdco LLC, QES, Xxxxxxxx Energy Services GP LLC (“QES GP”), Xxxxxx Holdco LLC, Geveran Investments Limited and Xxxxxxxxx QES Investment LLC (as such agreement may be amended or amended and restated from time to time, the “Equity Rights Agreement”), QES shall from time to time register the transfer of any outstanding Warrant Certificates in the Warrant Register to be maintained by the Company QES (or its general partner) upon surrender thereof accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the CompanyQES, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee Holder(s) and the surrendered Warrant Certificate shall be canceled and disposed of by QES. Any attempted transfer in violation of the CompanyEquity Rights Agreement shall be null and void ab initio.

Restrictions on Transfer Registration of Transfers. (a) Prior to any sale, assignment or other transfer (a "transfer") or proposed transfer of the Warrants or the Warrant SharesWarrants, unless such transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), the transferring Holder will, if requested by the Company, deliver to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the Warrants or Warrant Shares, as applicable, may be sold or otherwise transferred without registration under the Securities Act; provided, however, that with respect to transfers by Holders a Holder to their Affiliatesits Affiliate or transfers by Xxxxxx to Permitted Xxxxxx Transferees, no such opinion shall be required. After receipt of the opinion of counsel, if requested by the Company, the Company shall, within five days thereof, notify the Holder of such Warrants as to whether such opinion is reasonably satisfactory, or if the Company does not so notify such Holder within such five day period, such Holder shall thereupon be entitled to effect such transfer of such Warrants. Upon original issuance thereof, and until such time as the same shall have been registered under the Securities Act or sold pursuant to Rule 144 promulgated thereunder (or any similar rule or regulation), each Warrant Certificate shall bear the legend included on the first page of Exhibit A, unless in the opinion of such counsel, such legend is no longer required by the Securities Act. The Company Act and each certificate representing Warrant Shares shall from time to time register bear the transfer of any outstanding Warrant Certificates in the Warrant Register to be maintained legend(s) specified by the Company upon surrender thereof accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee Holder(s) and the surrendered Warrant Certificate shall be canceled and disposed of by the CompanyStockholders' Agreement.