Securities Law Restrictions on Transfer of the Restricted Securities Sample Clauses

Securities Law Restrictions on Transfer of the Restricted Securities. (a) The Securities are restricted securities transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject to the conditions specified in Section 2(b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in clauses (i) or (ii) of Section 2(a) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act and the Restricted Securities are then in certificated form, the Company shall promptly upon such contemplated transfer deliver new certificates for such Restricted Securities which do not bear the Securities Act legend set forth in Section 2(d). If the Company is not required to deliver new certificates without such legend for such Restricted Securities, the holder of such Restricted Securities shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 2. (c) If any Restricted Security becomes eligible for sale pursuant to Rule 144(k), the Company shall, upon the request of the holder of such Restricted Securities, remove the Securities Act legend set for in Section 2(d) below from the certificates for such Restricted Securities provided that such holder has previously delivered to the Company an opinion of counsel that Rule 144(k) applies and that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act. Each opinion of counsel delivered to the Company under this Section 2 shall be in form and substance reasonably satisfactory to the Company. (d) Each certificate or instrument representing the Stock shall be imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT T...