Common use of Sale Without Registration Clause in Contracts

Sale Without Registration. If at the time of any transfer of any Registrable Securities, such Registrable Securities shall not be registered under the Act, the Company may require, as a condition of allowing such transfer, that the Holder or transferee furnish to the Company (i) such information as is necessary in order to establish that such transfer may be made without registration under the Act, and (ii) (if the transfer is not made in compliance with Rule 144 other than a transfer not involving a change in beneficial ownership or a pro rata distribution by a partnership to its partners) at the expense of the Holder or transferee, an opinion of counsel satisfactory to the Company in form and substance to the effect that such transfer may be made without registration under the Act; provided that nothing contained in this Section 9 shall relieve the Company from complying with any request for registration, qualification, or compliance made pursuant to the other provisions of this Agreement.

Sale Without Registration. If at the time of any transfer of any Registrable Securities, such Registrable Securities shall not be registered under the Act, the Company may require, as a condition of allowing such transfer, that the Holder or transferee furnish to the Company (i) such information as is necessary in order to establish that such transfer may be made without registration under the Act, and (ii) (if the transfer is not made in compliance with Rule 144 other than a transfer not involving a change in beneficial ownership or a pro rata distribution by a partnership to its partners) at the expense of the Holder or transferee, an opinion of counsel reasonably satisfactory to the Company in form and substance to the effect that such transfer may be made without registration under the Act; provided that provided, however, nothing contained in this Section 9 shall relieve the Company from complying with any request for registration, qualification, or compliance made pursuant to the other provisions of this Agreement.

Sale Without Registration. If at the time of any transfer (other than a transfer not involving a change in beneficial ownership) of any Shares or Registrable Securities, such Shares or Registrable Securities Shares shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer, that the Holder or transferee furnish to the Company (i) such information as is necessary in order to establish that such transfer may be made without registration under the Securities Act, ; and (ii) (if the transfer is not made in compliance with Rule 144 other than a transfer not involving a change in beneficial ownership or a pro rata distribution by a partnership to its partners) at the expense of the Holder or transferee, an opinion of by legal counsel designated by such Holder or transferee and satisfactory to the Company Company, satisfactory in form and substance to the Company, to the effect that such transfer may be made without registration under the such Act; provided that nothing contained in this Section 9 7 shall relieve the Company from complying with any request for registration, qualification, qualification or compliance made pursuant to the other provisions of this AgreementSection 7.

Sale Without Registration. If at the time of any transfer (other than a transfer not involving a change in beneficial ownership) of any Shares or Registrable Securities, such Shares or Registrable Securities shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer, that the Holder holder or transferee thereof furnish to the Company (ia) such information as is necessary in order to establish that such transfer may be made without registration under the Securities Act, ; and (ii) (if the transfer is not made in compliance with Rule 144 other than a transfer not involving a change in beneficial ownership or a pro rata distribution by a partnership to its partnersb) at the expense of the Holder such holder or transferee, an opinion of by legal counsel designated by such holder or transferee and satisfactory to the Company Company, satisfactory in form and substance to the Company, to the effect that such transfer may be made without registration under the such Act; provided that nothing contained in this Section 9 7.9 shall relieve the Company from complying with any request for registration, qualification, qualification or compliance made pursuant to the other provisions of this AgreementSection 7.

Sale Without Registration. If at the time of any transfer (other than a transfer not involving a change in beneficial ownership) of any Registrable Securities, such Registrable Securities shall not be registered under the Act, the Company may require, as a condition of allowing such transfer, that the Holder or transferee furnish to the Company (ia) such information as is necessary in order to establish that such transfer may be made without registration under the Act, and (iib) (if the transfer is not made in compliance with Rule 144 other than a transfer not involving a change in beneficial ownership or a pro rata distribution by a partnership to its partners144) at the expense of the Holder or transferee, an opinion of counsel reasonably satisfactory to the Company in form and substance to the effect that such transfer may be made without registration under the Act; provided that nothing contained in this Section 9 shall relieve the Company from complying with any request for registration, qualification, or compliance made pursuant to the other provisions of this Agreement.

Sale Without Registration. If at the time of any transfer (other -------------------------- than a transfer not involving a change in beneficial ownership) of any Registrable Securities, such Registrable Securities shall not be registered under the Act, the Company may require, as a condition of allowing such transfer, that the Holder or transferee furnish to the Company (ia) such information as is necessary in order to establish that such transfer may be made without registration under the Act, and (iib) (if the transfer is not made in compliance with Regulation S or Rule 144 other than a transfer not involving a change in beneficial ownership or a pro rata distribution by a partnership to its partners144A) at the expense of the Holder or transferee, an opinion of counsel satisfactory to the Company in form and substance to the effect that such transfer may be made without registration under the Act; provided that nothing contained in this Section 9 7 shall relieve the Company from complying with any request for registration, qualification, or compliance made pursuant to the other provisions of this Agreement.

Sale Without Registration. If at At the time of any transfer of any Registrable Securities, such shares of Preferred Stock or Registrable Securities which shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer, that the Holder holder or transferee furnish to the Company Company: (ia) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act, ; and (iib) (if the transfer is not except for transfers proposed to be made in compliance accordance with SEC Rule 144 other than a transfer not involving a change or in beneficial ownership or a pro rata distribution by a partnership connection with distributions to its partners) partners of Investors which are partnerships, at the expense of the Holder holder or transferee, an opinion of counsel counsel, reasonably satisfactory to the Company in form and substance to the Company, to the effect that such transfer may be made without registration under the Securities Act; provided that nothing contained in this Section 9 3.8 shall relieve the Company from complying with any request for registration, qualification, qualification or compliance made pursuant to the other provisions of this AgreementSection 3.

Sale Without Registration. If at the time of any transfer of any Registrable Securities, such Registrable Securities shall not be registered under the Act, the Company may require, as a condition of allowing such transfer, that the Holder or transferee furnish to the Company (ia) such information as is necessary in order to establish that such transfer may be made without registration under the Act, and (iib) (if the transfer is not made in compliance with Rule 144 other than a transfer not involving a change in beneficial ownership or a pro rata distribution by a partnership to its partners) at the expense of the Holder or transferee, an opinion of counsel satisfactory to the Company in form and substance to the effect that such transfer may be made without registration under the Act; provided that nothing contained in this Section 9 paragraph 8 shall relieve the Company from complying with any request for registration, qualification, or compliance made pursuant to the other provisions of this Agreement.

Sale Without Registration. If at the time of any transfer (other than a transfer not involving a change in beneficial ownership) of any Registrable Securities, such Registrable Securities shall not be registered under the Act, the Company may require, as a condition of allowing such transfer, that the Holder or transferee furnish to the Company (ia) such information as is necessary in order to establish that such transfer may be made without registration under the Act, and (iib) (if the transfer is not made in compliance with Regulation S or Rule 144 other than a transfer not involving a change in beneficial ownership or a pro rata distribution by a partnership to its partners144A) at the expense of the Holder or transferee, an opinion of counsel satisfactory to the Company in form and substance to the effect that such transfer may be made without registration under the Act; provided that nothing contained in this Section 9 7 shall relieve the Company from complying with any request for registration, qualification, or compliance made pursuant to the other provisions of this Agreement.

Sale Without Registration. If at the time of any transfer of any Registrable Securities, such Registrable Securities shall not be registered under the Act, the Company may require, as a condition of allowing such transfer, that the Holder Investor or transferee furnish to the Company (i) such information as is necessary in order to establish that such transfer may be made without registration under the Act, 11 and (ii) (if the transfer is not made in compliance with Rule 144 other than a transfer not involving a change in beneficial ownership or a pro rata distribution by a partnership to its partnersownership) at the expense of the Holder Investor or transferee, an opinion of counsel satisfactory to the Company in form and substance to the effect that such transfer may be made without registration under the Act; provided that nothing contained in this Section 9 8 shall relieve the Company from complying with any request for registration, qualification, or compliance made pursuant to the other provisions of this Agreement.