Common use of Transfer of this Note Clause in Contracts

Transfer of this Note. With respect to any offer, sale or other disposition of this Note, the Holder will give written notice to the Company prior thereto, describing briefly the proposed manner thereof, together with a written opinion of such Holder's counsel in form and substance satisfactory to the Company, tx xxx effect that such offer, sale, or other disposition may be effected without registration or qualification (under any U.S. federal or applicable state securities law then in effect) and that the requirements of Section of this Note have been met. Upon receiving such written notice and opinion, the Company, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 6 that the opinion of counsel for the Holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly after such determination has been made. Each Note transferred as permitted hereby shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act of 1933, as amended (the "Act"), unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

Appears in 1 contract

Samples: Interchange Corp

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Transfer of this Note. With respect to any offer, sale or other disposition of this Note, the Holder will give written notice to the Company prior thereto, describing briefly the proposed manner thereof, together with a written opinion of such Holder's counsel in a form and substance reasonably satisfactory to the Company’s counsel, tx xxx to the effect that such offer, sale, sale or other disposition distribution may be effected without registration or qualification (under any U.S. federal or applicable state securities law then in effect) and that the requirements of Section of this Note have been met). Upon Promptly upon receiving such written notice and reasonably satisfactory opinion, if so requested, the Company, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 6 7 that the opinion of counsel for the Holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly after such determination has been made. Each Note thus transferred as permitted hereby and each certificate representing the securities thus transferred shall bear a EXHIBIT 10.62 legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act of 1933, as amended (the "Act"), unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Communication Intelligence Corp)

Transfer of this Note. With In the event the Company and Holder consent to the transfer of this Note as provided in Section 8, with respect to any offer, sale sale, or other disposition of this Note, the Holder will give written notice to the Company prior thereto, describing briefly the proposed manner thereof, together with a written opinion of such Holder's counsel in form and substance satisfactory ’s counsel, to the Company, tx xxx effect that such offer, sale, or other disposition distribution may be effected without registration or qualification (under any U.S. federal or applicable state securities law then in effect) and that the requirements of Section of this Note have been met). Upon Promptly upon receiving such written notice and reasonably satisfactory opinion, if so requested, the Company, as promptly as practicable, Company shall notify such Holder that such Holder may sell or otherwise dispose of this NoteNote or such securities, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 6 10 that the opinion of counsel for the Holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly after such determination has been made. Each Note thus transferred as permitted hereby shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act of 1933, as amended (the "Act"), unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictionsrequired.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Kona Grill Inc)

Transfer of this Note. With respect to any offer, sale or other disposition of this Note, the Holder will give written notice to the Company prior thereto, describing briefly the proposed manner thereof, together with a written opinion of such Holder's counsel in a form and substance reasonably satisfactory to the Company’s counsel, tx xxx to the effect that such offer, sale, sale or other disposition distribution may be effected without registration or qualification (under any U.S. federal or applicable state securities law then in effect) and that the requirements of Section of this Note have been met). Upon Promptly upon receiving such written notice and reasonably satisfactory opinion, if so requested, the Company, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 6 7 that the opinion of counsel for the Holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly after such determination has been made. Each Note thus transferred as permitted hereby and each certificate representing the securities thus transferred shall bear a EXHIBT 10.63 legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act of 1933, as amended (the "Act"), unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Communication Intelligence Corp)

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Transfer of this Note. With respect to any offer, sale or other disposition of this Note, the Holder will give written notice to the Company prior thereto, describing briefly the proposed manner thereof, together with a written opinion of such Holder's Hxxxxx’s counsel in form and substance satisfactory to the Company, tx xxx to the effect that such offer, sale, or other disposition may be effected without registration or qualification (under any U.S. federal or applicable state securities law then in effect) and that the requirements of Section of this Note have been met. Upon receiving such written notice and opinion, the Company, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 6 8 that the opinion of counsel for the Holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly after such determination has been made. Each Note transferred as permitted hereby shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act of 1933, as amended (the "Act"), unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

Appears in 1 contract

Samples: MetaMorphix Inc.

Transfer of this Note. With respect to any offer, sale or other disposition of this Note, the Holder will give written notice to the Company prior thereto, describing briefly the proposed manner thereof, together with a written opinion of such Holder's counsel in a form and substance reasonably satisfactory to the Company’s counsel, tx xxx to the effect that such offer, sale, sale or other disposition distribution may be effected without registration or qualification (under any U.S. federal or applicable state securities law then in effect) and that the requirements of Section of this Note have been met). Upon Promptly upon receiving such written notice and reasonably satisfactory opinion, if so requested, the Company, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 6 7 that the opinion of EXHIBIT 10.61 counsel for the Holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly after such determination has been made. Each Note thus transferred as permitted hereby and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act of 1933, as amended (the "Act"), unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Communication Intelligence Corp)

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