Common use of Transfer Notice; Opinion Clause in Contracts

Transfer Notice; Opinion. Prior to any transfer of any Warrants, the transferor thereof shall deliver (i) if reasonably determined by the Company to be necessary with respect to such transfer, an opinion addressed to the Company of counsel nominated by the transferor and reasonably acceptable to the Company (which may be in-house counsel for a Purchaser), that such transfer may be effected without registration of such Warrants under the Securities Act, and (ii) the written agreement of the proposed transferee to be bound by all of the provisions of the Stockholder Agreement and the Registration Rights Agreement.

Transfer Notice; Opinion. Prior to any transfer of any Warrants, the transferor thereof shall deliver (i) if reasonably determined by the Company to be necessary with respect to such transfer, an opinion addressed to the Company of counsel nominated by the transferor and reasonably acceptable to the Company (which may be in-house counsel for a Purchaser), that such transfer may be effected without registration of such Warrants under the Securities Act, and (ii) the written agreement of the proposed transferee to be bound by all of the provisions of the Stockholder Agreement and the Registration Rights Agreement.proposed