Common use of Sale or Transfer of Shares; Legend Clause in Contracts

Sale or Transfer of Shares; Legend. (a) The Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for a transfer made in accordance with Rule 144 or Rule 144A under the Securities Act. (c) Each certificate representing the Shares shall bear a legend substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company agrees, upon the request of the Purchaser, to make available to the Purchaser and to any prospective transferee of any Shares of the Purchaser the information concerning the Company described in Rule 144A(d)(4) under the Securities Act. (e) Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall be permitted to assign its right, title and interest in and to this Agreement and the Series A Preferred to its senior lender.

Sale or Transfer of Shares; Legend. (a) The Registrable Shares and shares issued in respect of the Registrable Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for a transfer made in accordance with Rule 144 or Rule 144A under the Securities Act. (c) Each certificate representing the Registrable Shares and shares issued in respect of the Registrable Shares shall bear a legend legends substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF The shares represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDEDas amended, AND MAY NOT BE OFFEREDand may not be offered, SOLD OR OTHERWISE TRANSFERREDsold or otherwise transferred, PLEDGEDpledged or hypothecated unless and until such shares are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required. The foregoing legend shall be removed from the certificates representing any Registrable Shares, OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDat the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act. (d) The Company agrees, upon the request of the PurchaserUAHSF, to make available to the Purchaser UAHSF and to any prospective transferee of any Registrable Shares of the Purchaser UAHSF the information concerning the Company described in Rule 144A(d)(4) under the Securities Act. (e) Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall be permitted to assign its right, title and interest in and to this Agreement and the Series A Preferred to its senior lender.

Sale or Transfer of Shares; Legend. (a) The Shares and the Registrable Shares and shares issued in respect of the Shares or the Registrable Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, if the transferee agrees in writing to be subject to the terms of this Section 11 to the same extent as if he were an original Purchaser hereunder, or (ii) a transfer made in accordance with Rule 144 or Rule 144A under the Securities Act. (c) Each certificate or other instrument representing the Shares and the Registrable Shares and shares issued in respect of the Shares or the Registrable Shares shall bear a legend substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The securities represented by this instrument have not been registered under the Securities Act of 1933, AS AMENDEDas amended, AND MAY NOT BE OFFEREDand may not be offered, SOLD OR OTHERWISE TRANSFERREDsold or otherwise transferred, PLEDGEDpledged or hypothecated unless and until such shares are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Registrable Shares, OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company agrees, upon at the request of the Purchaserholder thereof, at such time as they become eligible for resale pursuant to make available to the Purchaser and to any prospective transferee of any Shares of the Purchaser the information concerning the Company described in Rule 144A(d)(4144(k) under the Securities Act. (e) Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall be permitted to assign its right, title and interest in and to this Agreement and the Series A Preferred to its senior lender.

Sale or Transfer of Shares; Legend. (ai) The Shares shall not be sold or transferred by the Holder unless either (iA) they first shall have been registered under the Securities Act, Act or (iiB) the Company Buyer first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the CompanyBuyer, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for a transfer made in accordance with Rule 144 or Rule 144A under the Securities Act. (cii) Each certificate representing the Shares shall bear a legend substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The shares represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDEDas amended (the "Act"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDor applicable state securities laws and may not be transferred or otherwise disposed of unless and until such shares are registered under the Act and such laws or (1) registration under applicable state securities laws is not required and (2) an opinion of counsel satisfactory to the Company is furnished to the Company to the effect that registration under the Act is not required." (diii) The Company agrees, upon foregoing legend shall be removed from the certificates representing any Shares at the request of the Purchaser, holder thereof at such time as they become registered under the Securities Act or eligible for resale pursuant to make available to the Purchaser and to any prospective transferee of any Shares of the Purchaser the information concerning the Company described in Rule 144A(d)(4144(k) under the Securities ActAct (or any successor provision). (eiv) Notwithstanding anything Buyer shall be entitled to place a stop order on the contrary contained Shares to ensure that transfers are made in accordance with the terms of this Agreement, Purchaser shall be permitted to assign its right, title and interest in and to this Agreement and the Series A Preferred to its senior lender.

Sale or Transfer of Shares; Legend. (ai) The Registrable Shares shall not be sold or transferred unless either (i1) they first shall have been registered under the Securities Act, or (ii2) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. With respect to a sale or transfer by a Series F Stockholder, the Company will reimburse such holder for the reasonable legal fees and costs incurred by it in obtaining such opinion (subject to a maximum of $1,000 for each such opinion). (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for a transfer made in accordance with Rule 144 or Rule 144A under the Securities Act. (cii) Each certificate representing the Registrable Shares shall bear a legend substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The shares represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDEDas amended (the "Act"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDor applicable state securities laws and may not be transferred or otherwise disposed of unless and until such shares are registered under the Act and such laws or (1) registration under applicable state securities laws is not required and (2) an opinion of counsel satisfactory to the Company is furnished to the Company to the effect that registration under the Act is not required. (d) " The Company agrees, upon foregoing legend shall be removed from the certificates representing any Registrable Shares at the request of the Purchaser, holder thereof at such time as they become registered under the Securities Act or eligible for resale pursuant to make available to the Purchaser and to any prospective transferee of any Shares of the Purchaser the information concerning the Company described in Rule 144A(d)(4144(k) under the Securities Act. (e) Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall be permitted to assign its right, title and interest in and to this Agreement and the Series A Preferred to its senior lender.

Sale or Transfer of Shares; Legend. (a) The Shares and the Registrable Shares and shares issued in respect of the Shares or the Registrable Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for a transfer made in accordance with Rule 144 or Rule 144A under the Securities ActAct or with the terms of Section 3 of the Stockholders' Agreement. (c) Each certificate representing the Shares and the Registrable Shares and shares issued in respect of the Shares or the Registrable Shares shall bear a legend legends substantially in the following formforms: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF The shares represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDEDas amended, AND MAY NOT BE OFFEREDand may not be offered, SOLD OR OTHERWISE TRANSFERREDsold or otherwise transferred, PLEDGEDpledged or hypothecated unless and until such shares are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required. The shares of stock represented by this certificate are subject to the terms of a Stockholders' Agreement between the Company and the registered owner of this certificate (or the registered owner's predecessor in interest). Such Agreement is available for inspection without charge at the office of the Treasurer of the Company. The foregoing legends shall be removed from the certificates representing any Registrable Shares, OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDat the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act. (d) The Company agrees, upon the request of the Purchaseran Investor, to make available to the Purchaser an Investor and to any prospective transferee of any Shares or Registrable Shares of the Purchaser an Investor the information concerning the Company described in Rule 144A(d)(4) under the Securities Act. (e) Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall be permitted to assign its right, title and interest in and to this Agreement and the Series A Preferred to its senior lender.

Sale or Transfer of Shares; Legend. (ai) The Shares and the Registrable Shares and shares issued in respect of the Shares or the Registrable Shares shall not be sold or transferred unless either (iA) they first shall have been registered under the Securities Act, or (iiB) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (bii) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for a transfer made by a Purchaser or Prior Purchaser to any person or entity which directly or indirectly holds an interest in accordance the Purchaser or Prior Purchaser or a partner of any purchaser, or in connection with Rule 144 a bona fide reorganization, if the transferee agrees in writing to be subject to the terms of this Section 8 to the same extent as if he were an original Purchaser or Rule 144A under the Securities ActPrior Purchaser hereunder. (ciii) Each certificate or other instrument representing the Shares and the Registrable Shares and shares issued in respect of the Shares or the Registrable Shares shall bear a legend substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The Securities represented by this instrument have not been registered under the Securities Act of 1933, AS AMENDEDas amended, AND MAY NOT BE OFFEREDand may not be offered, SOLD OR OTHERWISE TRANSFERREDsold or otherwise transferred, PLEDGEDpledged or hypothecated unless and until such shares are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Registrable Shares, OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company agrees, upon at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act. (iv) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Purchaser or Prior Purchaser, provide in writing to make available to the such Purchaser or Prior Purchaser and to any prospective transferee of any Shares or Registrable Shares of the such Purchaser or Prior Purchaser the information concerning the Company described in Rule 144A(d)(4) under the Securities Act. Act (e) Notwithstanding anything to "RULE 144A INFORMATION"). The Company also shall, upon the contrary contained in this Agreementwritten request of any Purchaser or Prior Purchaser, cooperate with and assist such Purchaser shall be permitted to assign its right, title and interest in and to this Agreement and the Series A Preferred to its senior lender.or Prior Purchaser or any member of