Common use of Transfer of Series A Shares Clause in Contracts

Transfer of Series A Shares. Notwithstanding the legend required to be placed on the Series A Shares by applicable law, no registration statement shall be necessary: (a) for a transfer of Series A Shares to the respective estate of each Investor or for a transfer of Series A Shares by gift, will or intestate succession of each Investor to his or her spouse or to the siblings, lineal descendants or ancestors each Investor or his or her spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were the original Investor hereunder; or (b) for a transfer of Series A Shares pursuant to SEC Rule 144 or any successor rule, or for a transfer of Series A Shares pursuant to a registration statement declared effective by the SEC under the Securities Act relating to the Purchased Shares, subject to the condition precedent in case of both (a) and (b) to the Company providing an opinion furnished by the Company's counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act.