Transfer Conditions. Except as to any Securities that (i) are then effectively registered under the Act, or (ii) are represented by certificates that, with the consent of XCL Ltd. or XCL Land, as applicable, no longer bear restrictive legends and are otherwise freely tradable under the Act, prior to any sale, transfer or other disposition of any of the Subscriber's Units and the Securities the Subscriber agrees to give at least three days prior written notice to XCL Ltd. or XCL Land, as applicable, of its intention to effect such transfer and to comply in all other respects with this subsection 4(d). Each such notice shall describe the identity of the transferee and the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions required herein, and shall be accompanied by an opinion of counsel acceptable to XCL Ltd. or XCL Land, as applicable, addressed to XCL Ltd. or XCL Land, as applicable, and satisfactory in form and substance to XCL Ltd. or XCL Land, as applicable, stating that, in the opinion of such counsel, such transfer will be a transaction exempt from registration under the Securities Laws and that all consents, approvals or authorizations to such transfer have been obtained. Assuming the receipt by XCL Ltd. or XCL Land, as applicable, of such satisfactory opinion, the Subscriber shall thereupon be entitled to transfer such shares in accordance with the terms of the notice delivered by the Subscriber to XCL Ltd. or XCL Land, as applicable, and this Agreement. Each certificate or other document issued representing the Securities shall bear the legend set forth in subsection 4(e) hereof, suitably conformed, unless, in the opinion of the respective counsel for the Subscriber and XCL Ltd. or XCL Land, as applicable, such legend is not required in order to aid in assuring compliance with applicable Securities Laws. The Subscriber agrees that it will not sell, transfer or otherwise dispose of any of its Units or Securities, and XCL Land and XCL Ltd. will not be required to recognize any such sale, transfer or disposition, unless such sale, transfer or disposition complies with this subsection 4(d).
Appears in 2 contracts
Samples: Subscription Agreement (XCL LTD), Subscription Agreement (XCL LTD)
Transfer Conditions. Except as Prior to any Securities that (i) are then effectively registered under the Actproposed sale, or (ii) are represented by certificates that, with the consent of XCL Ltd. or XCL Land, as applicable, no longer bear restrictive legends and are otherwise freely tradable under the Act, prior to any saleassignment, transfer or other disposition pledge of any of the Subscriber's Units and Preferred Stock, Warrants, Warrant Shares or Common Stock (other than a transfer not involving a change in beneficial ownership), unless there is in effect a registration statement under the Securities Act covering the Subscriber agrees to proposed transfer, the holder thereof shall give at least three days prior written notice to XCL Ltd. or XCL Land, as applicable, the Company of its such holder's intention to effect such transfer and to comply in all other respects with this subsection 4(d)transfer, sale, assignment or pledge. Each such notice shall describe the identity of the transferee and the manner and circumstances of the proposed transfer transfer, sale, assignment or pledge in sufficient detail to enable reasonable detail, and, if requested by the Company, shall be accompanied, at such holder's expense, by either (i) a written opinion of legal counsel to render the opinions required hereinwho shall be, and whose legal opinion shall be accompanied by an opinion of counsel acceptable be, reasonably satisfactory to XCL Ltd. or XCL Landthe Company (it being agreed that Xxxxx, as applicableXxxxxxx & Xxxxxxxxx, LLP, Xxxxxx & Xxxx, L.L.P. and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP are satisfactory counsel), addressed to XCL Ltd. the Company, to the effect that the proposed transfer of the Preferred Stock, Warrants, Warrant Shares or XCL Land, as applicable, and satisfactory in form and substance to XCL Ltd. or XCL Land, as applicable, stating that, in the opinion of such counsel, such transfer will Common Stock may be a transaction exempt from effected without registration under the Securities Laws Act, or (ii) a "no action" letter from the Securities and Exchange Commission (the "Commission") to the effect that all consents, approvals or authorizations to such the transfer have been obtained. Assuming the receipt by XCL Ltd. or XCL Land, as applicable, of such satisfactory opinionsecurities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the Subscriber holder of such Preferred Stock, Warrants, Warrant Shares or Common Stock shall thereupon be entitled to transfer such shares Preferred Stock, Warrants, Warrant Shares or Common Stock in accordance with the terms of the notice delivered by the Subscriber holder to XCL Ltd. or XCL Land, as applicable, the Company and subject to the other provisions of this Agreement. Each certificate evidencing the Preferred Stock, Warrants, Warrant Shares or other document issued representing Common Stock transferred as provided above shall bear, except if such transfer is made pursuant to Rule 144 under the Securities shall bear Act, the appropriate restrictive legend set forth in subsection 4(e) hereofbelow, suitably conformed, unless, except that such certificate shall not bear such restrictive legend if in the opinion of the respective counsel for such holder and the Subscriber and XCL Ltd. or XCL Land, as applicable, Company such legend is not required in order to aid in assuring establish compliance with applicable any provision of the Securities LawsAct. The Subscriber Notwithstanding the foregoing, each holder of Preferred Stock, Warrants, Warrant Shares or Common Stock agrees that it will not sellrequest that a transfer of the Preferred Stock, Warrants, Warrant Shares or Common Stock be made (or that the appropriate restrictive legend described below hereof be removed from the certificate evidencing the Preferred Stock, Warrants, Warrant Shares or Common Stock) solely in reliance on Rule 144(k) under the Securities Act, if as a result of such proposed transfer or otherwise dispose the Company would be rendered subject to the reporting requirements of any of its Units or Securities, and XCL Land and XCL Ltd. will not be required to recognize any such sale, transfer or disposition, unless such sale, transfer or disposition complies with this subsection 4(d)the Securities Exchange Act.
Appears in 1 contract
Samples: Shareholders Agreement (Monitronics International Inc)
Transfer Conditions. Except as Prior to any Securities that proposed transfer of any Preferred Stock, Warrants, Warrant Shares or Common Stock (i) are then effectively registered other than a transfer not involving a change in beneficial ownership), unless there is in effect a registration statement under the ActSecurities Act covering the proposed transfer, or (ii) are represented by certificates that, with the consent of XCL Ltd. or XCL Land, as applicable, no longer bear restrictive legends and are otherwise freely tradable under the Act, prior to any sale, transfer or other disposition of any of the Subscriber's Units and the Securities the Subscriber agrees to holder thereof shall give at least three days prior written notice to XCL Ltd. or XCL Land, as applicable, the Company of its such holder's intention to effect such transfer and to comply in all other respects with this subsection 4(d)transfer. Each such notice shall describe the identity of the transferee and the manner and circumstances of the proposed transfer transfer, in sufficient detail to enable reasonable detail, and, if requested by the Company, shall be accompanied, at such holder's expense, by either (i) a written opinion of legal counsel to render the opinions required hereinwho shall be, and whose legal opinion shall be accompanied by an opinion of counsel acceptable be, reasonably satisfactory to XCL Ltd. or XCL Landthe Company (it being agreed that Xxxxx, as applicableXxxxxxx & Xxxxxxxxx, LLP, Xxxxxx & Xxxxxx L.L.P., Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxxxxxx & Xxxxx and Xxxxxx Xxxxxx & Xxxxx are satisfactory counsel), addressed to XCL Ltd. the Company, to the effect that the proposed transfer of the Preferred Stock, Warrants, Warrant Shares or XCL Land, as applicable, and satisfactory in form and substance to XCL Ltd. or XCL Land, as applicable, stating that, in the opinion of such counsel, such transfer will Common Stock may be a transaction exempt from effected without registration under the Securities Laws Act, or (ii) a "no action" letter from the Securities and Exchange Commission (the "Commission") to the effect that all consents, approvals or authorizations to such the transfer have been obtained. Assuming the receipt by XCL Ltd. or XCL Land, as applicable, of such satisfactory opinionsecurities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the Subscriber holder of such Preferred Stock, Warrants, Warrant Shares or Common Stock shall thereupon be entitled to transfer such shares Preferred Stock, Warrants, Warrant Shares or Common Stock in accordance with the terms of the notice delivered by the Subscriber holder to XCL Ltd. or XCL Land, as applicable, the Company and subject to the other provisions of this Agreement. Each certificate evidencing the Preferred Stock, Warrants, Warrant Shares or other document issued representing Common Stock transferred as provided above shall bear, except if such transfer is made pursuant to Rule 144 under the Securities shall bear Act, the appropriate restrictive legend set forth in subsection 4(e) hereofbelow, suitably conformed, unless, except that such certificate shall not bear such restrictive legend if in the opinion of the respective counsel for such holder and the Subscriber and XCL Ltd. or XCL Land, as applicable, Company such legend is not required in order to aid in assuring establish compliance with applicable any provision of the Securities LawsAct. The Subscriber Notwithstanding the foregoing, each holder of Preferred Stock, Warrants, Warrant Shares or Common Stock agrees that it will not sellrequest that a transfer of the Preferred Stock, Warrants, Warrant Shares or Common Stock be made (or that the appropriate restrictive legend described below hereof be removed from the certificate evidencing the Preferred Stock, Warrants, Warrant Shares or Common Stock) solely in reliance on Rule 144(k) under the Securities Act, if as a result of such proposed transfer or otherwise dispose the Company would be rendered subject to the reporting requirements of any of its Units or Securities, and XCL Land and XCL Ltd. will not be required to recognize any such sale, transfer or disposition, unless such sale, transfer or disposition complies with this subsection 4(d)the Securities Exchange Act.
Appears in 1 contract
Samples: Shareholders Agreement (Monitronics International Inc)
Transfer Conditions. Except as to any Securities that (i) are then effectively registered under the Act, or (ii) are represented by certificates that, with the consent of XCL Ltd. or XCL Land, as applicableLtd., no longer bear restrictive legends and are otherwise freely tradable tradeable under the Act, prior to any sale, transfer or other disposition of any of the Subscriber's Units and the Securities the Subscriber agrees to give at least three days prior written notice to XCL Ltd. or XCL Land, as applicable, of its intention to effect such transfer and to comply in all other respects with this subsection 4(d3(d). Each such notice shall describe the identity of the transferee and the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions required herein, and shall be accompanied by an opinion of counsel acceptable to XCL Ltd. or XCL Land, as applicableLtd., addressed to XCL Ltd. or XCL Land, as applicable, and satisfactory in form and substance to XCL Ltd. or XCL Land, as applicableLtd., stating that, in the opinion of such counsel, such transfer will be a transaction exempt from registration under the Securities Laws and that all consents, approvals or authorizations to such transfer have been obtained. Assuming the receipt by XCL Ltd. or XCL Land, as applicable, of such satisfactory opinion, the Subscriber shall thereupon be entitled to transfer such shares in accordance with the terms of the notice delivered by the Subscriber to XCL Ltd. or XCL Land, as applicable, and this Agreement. Each certificate or other document issued representing the Securities shall bear the legend set forth in subsection 4(e3(e) hereof, suitably conformed, unless, in the opinion of the respective counsel for the Subscriber and XCL Ltd. or XCL Land, as applicableLtd., such legend is not required in order to aid in assuring compliance with applicable Securities Laws. The Subscriber agrees that it will not sell, transfer or otherwise dispose of any of its Units or Securities, and XCL Land and XCL Ltd. will not be required to recognize any such sale, transfer or disposition, unless such sale, transfer or disposition complies with this subsection 4(d3(d).
Appears in 1 contract
Samples: Subscription Agreement Subscription Agreement (XCL LTD)
Transfer Conditions. Except as to any Securities that (i) are then effectively registered under the Act, or (ii) are represented by certificates that, with the consent of XCL Ltd. or XCL Land, as applicable, no longer bear restrictive legends and are otherwise freely tradable tradeable under the Act, prior to any sale, transfer or other disposition of any of the Subscriber's Units and the Securities the Subscriber agrees to give at least three days prior written notice to XCL Ltd. or XCL Land, as applicable, of its intention to effect such transfer and to comply in all other respects with this subsection 4(d). Each such notice shall describe the identity of the transferee and the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions required herein, and shall be accompanied by an opinion of counsel acceptable to XCL Ltd. or XCL Land, as applicable, addressed to XCL Ltd. or XCL Land, as applicable, and satisfactory in form and substance to XCL Ltd. or XCL Land, as applicable, stating that, in the opinion of such counsel, such transfer will be a transaction exempt from registration under the Securities Laws and that all consents, approvals or authorizations to such transfer have been obtained. Assuming the receipt by XCL Ltd. or XCL Land, as applicable, of such satisfactory opinion, the Subscriber shall thereupon be entitled to transfer such shares in accordance with the terms of the notice delivered by the Subscriber to XCL Ltd. or XCL Land, as applicable, and this Agreement. Each certificate or other document issued representing the Securities shall bear the legend set forth in subsection 4(e) hereof, suitably conformed, unless, in the opinion of the respective counsel for the Subscriber and XCL Ltd. or XCL Land, as applicable, such legend is not required in order to aid in assuring compliance with applicable Securities Laws. The Subscriber agrees that it will not sell, transfer or otherwise dispose of any of its Units or Securities, and XCL Land and XCL Ltd. will not be required to recognize any such sale, transfer or disposition, unless such sale, transfer or disposition complies with this subsection 4(d).
Appears in 1 contract
Samples: Subscription Agreement (XCL LTD)
Transfer Conditions. Except as Prior to any Securities that proposed transfer of any Series A Preferred Stock or Common Stock (i) are then effectively registered other than a transfer not involving a change in beneficial ownership), unless there is in effect a registration statement under the ActSecurities Act covering the proposed transfer, or (ii) are represented by certificates that, with the consent of XCL Ltd. or XCL Land, as applicable, no longer bear restrictive legends and are otherwise freely tradable under the Act, prior to any sale, transfer or other disposition of any of the Subscriber's Units and the Securities the Subscriber agrees to holder thereof shall give at least three days prior written notice to XCL Ltd. or XCL Land, as applicable, the Company of its such holder’s intention to effect such transfer and to comply in all other respects with this subsection 4(d)transfer. Each such notice shall describe the identity of the transferee and the manner and circumstances of the proposed transfer transfer, in sufficient detail to enable reasonable detail, and, if requested by the Company, shall be accompanied, at such holder’s expense, by either (i) a written opinion of legal counsel to render the opinions required hereinwho shall be, and whose legal opinion shall be accompanied by an opinion of counsel acceptable be, reasonably satisfactory to XCL Ltd. or XCL Landthe Company (it being agreed that Xxxxx, as applicableXxxxxxx & Xxxxxxxxx, LLP, Xxxxxx & Xxxxxx L.L.P., Xxxxxxxx & Xxxxx LLP, Xxxxxx Xxxxxx LLP and Jenkens & Xxxxxxxxx, P.C. are satisfactory counsel), addressed to XCL Ltd. the Company, to the effect that the proposed transfer of the Series A Preferred Stock, 2002 Warrant Shares or XCL Land, as applicable, and satisfactory in form and substance to XCL Ltd. or XCL Land, as applicable, stating that, in the opinion of such counsel, such transfer will Common Stock may be a transaction exempt from effected without registration under the Securities Laws Act, or (ii) a “no action” letter from the Securities and Exchange Commission (the “Commission”) to the effect that all consents, approvals or authorizations to such the transfer have been obtained. Assuming the receipt by XCL Ltd. or XCL Land, as applicable, of such satisfactory opinionsecurities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the Subscriber holder of such Series A Preferred Stock, 2002 Warrant Shares or Common Stock shall thereupon be entitled to transfer such shares Series A Preferred Stock, 2002 Warrant Shares or Common Stock in accordance with the terms of the notice delivered by the Subscriber holder to XCL Ltd. or XCL Land, as applicable, the Company and subject to the other provisions of this Agreement. Each certificate evidencing the Series A Preferred Stock, 2002 Warrant Shares or other document issued representing Common Stock transferred as provided above shall bear, except if such transfer is made pursuant to Rule 144 under the Securities shall bear Act, the appropriate restrictive legend set forth in subsection 4(e) hereofbelow, suitably conformed, unless, except that such certificate shall not bear such restrictive legend if in the opinion of the respective counsel for such holder and the Subscriber and XCL Ltd. or XCL Land, as applicable, Company such legend is not required in order to aid in assuring establish compliance with applicable any provision of the Securities LawsAct. The Subscriber Notwithstanding the foregoing, each holder of Series A Preferred Stock, 2002 Warrant Shares or Common Stock agrees that it will not sellrequest that a transfer of the Series A Preferred Stock, 2002 Warrant Shares or Common Stock be made (or that the appropriate restrictive legend described below hereof be removed from the certificate evidencing the Series A Preferred Stock, 2002 Warrant Shares or Common Stock) solely in reliance on Rule 144(k) under the Securities Act, if as a result of such proposed transfer or otherwise dispose the Company would be rendered subject to the reporting requirements of any of its Units or Securities, and XCL Land and XCL Ltd. will not be required to recognize any such sale, transfer or disposition, unless such sale, transfer or disposition complies with this subsection 4(d)the Securities Exchange Act.
Appears in 1 contract
Samples: Shareholders Agreement (Monitronics International Inc)