Common use of Sale Without Registration Clause in Contracts

Sale Without Registration. If at the time of any transfer (other than a transfer not involving a change in beneficial ownership or other than to a Permitted Transferee) of any Registrable Securities, such Registrable Securities shall not be registered under the Securities Act, the Corporation may require, as a condition of allowing such transfer, that the Holder or transferee furnish to the Corporation (a) such information as is necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) at the expense of the Holder or transferee, an opinion by legal counsel designated by such Holder or transferee and satisfactory to the Corporation, satisfactory in form and substance to the Corporation, to the effect that such transfer may be made without registration under such Act; provided that nothing contained in this Section 5 shall relieve the Corporation from complying with any request for registration, qualification or compliance made pursuant to the other provisions of this Section 5.

Sale Without Registration. If at the time of any transfer (other than a transfer not involving a change in beneficial ownership or other than to a Permitted Transfereeownership) of any shares or Registrable Securities, such shares or Registrable Securities shall not be registered under the Securities Act, the Corporation Company may require, as a condition of allowing such transfer, that the Holder or transferee furnish to the Corporation Company (a) such information as is necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) at the expense of the Holder or transferee, an opinion by legal counsel designated by such Holder or transferee and satisfactory to the CorporationCompany, satisfactory in form and substance to the CorporationCompany, to the effect that such transfer may be made without registration under such Act; provided that nothing contained in this Section 5 2.9 shall relieve the Corporation Company from complying with any request for registration, qualification or compliance made pursuant to the other provisions of this Section 52.