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 Lender will give written notice to the Borrower prior thereto, describing briefly the manner thereof, together with a written opinion of Xxxxxx’s counsel, or other evidence if reasonably satisfactory to the Borrower, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Borrower, as promptly as practicable, shall notify Lender that Lender may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the notice delivered to the Borrower. If a determination has been made pursuant to this Section 7 that the opinion of counsel for Xxxxxx, or other evidence, is not reasonably satisfactory to the Borrower, the Borrower shall so notify Lender promptly after such determination has been made. Notwithstanding the foregoing, with respect to any offer, sale or other disposition of this Note to any person or entity affiliated with Lender (an “Affiliated Party”), Xxxxxx will give written notice to the Borrower prior thereto, describing briefly the manner thereof, and the Lender may transfer the Note to such Affiliated Party as long as the Affiliated Party agrees in writing to be bound by the terms hereof and the Loan Agreement (as applicable) as if such Affiliated Party was the original Lender hereunder. Each Note 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 "Securities Act"), unless in the opinion of counsel for the Borrower such legend is not required in order to ensure compliance with the Securities Act. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Borrower. Prior to presentation of this Note for registration of transfer, the Borrower shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Borrower shall not be affected by notice to the contrary.

Transfer of this Note. With respect This Note and the rights granted hereunder may not be transferred or succeeded to by any offer, sale or other disposition of this Note, the Lender will give person without prior written notice to the Borrower prior thereto, Company describing briefly the manner thereofof transfer, together with a written opinion of XxxxxxHolder’s counsel, or other evidence evidence, if reasonably satisfactory to the BorrowerCompany, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect, including without limitation, the Securities Act of 1933, as amended (the “Act”). Upon receiving such written notice and reasonably reasonable satisfactory opinion, if so requested, opinion or other evidence, the BorrowerCompany, as promptly as practicablepracticable but no later than fifteen (15) days after receipt of the written notice, shall notify Lender the Holder that Lender such Holder may sell or otherwise dispose of this Note or such securitiesNote, all in accordance with the terms of the notice delivered to the BorrowerCompany; provided, however, that this Note may not be transferred to a person deemed by the Board of Directors of the Company, in its reasonable judgment, to be a competitor or potential competitor of the Company. If a determination has been made pursuant to this Section 7 10 that the opinion of counsel for Xxxxxx, the Holder or other evidence, evidence is not reasonably satisfactory to the BorrowerCompany, the Borrower Company shall so notify Lender the Holder promptly with details thereof after such determination has been made. this Note may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 or 144A under the Act, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 or 144A have been satisfied and subject to the proviso above limiting transfers to competitors. Notwithstanding the foregoing, with respect the Holder may transfer the rights granted hereunder, without the consent of the Company, to (i) any offergeneral or limited partner, sale member, officer or other disposition Affiliate of the Holder or (ii) any entity or organization of which the Holder is a general or limited partner, member, officer or other Affiliate. Subject to compliance with the foregoing sentence, this Note and all rights hereunder shall be transferable, in whole or in part, at the principal office of the Company by the Holder in person or by its duly authorized attorney, upon surrender of this Note to any person or entity affiliated with Lender (an “Affiliated Party”), Xxxxxx will give written notice to the Borrower prior thereto, describing briefly the manner thereof, and the Lender may transfer the Note to such Affiliated Party as long as the Affiliated Party agrees in writing to be bound by the terms hereof and the Loan Agreement (as applicable) as if such Affiliated Party was the original Lender hereunderproperly endorsed. Each Note 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 "Securities Act"), unless in the opinion of counsel for the Borrower such legend is not required in order to ensure compliance with the Securities Act. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Borrower. Prior to presentation of this Note for registration of transfer, the Borrower shall treat the registered holder hereof as the owner and The last holder of this Note for as registered on the purpose books of receiving the Company may be treated by the Company and all payments of principal and interest hereon and for all other purposes whatsoever, whether or not persons dealing with this Note shall be overdue as the absolute owner hereof for any purposes and as the Borrower shall not be affected person entitled to exercise the rights represented by this Note or to transfer hereof on the books of the Company, any notice to the contrarycontrary notwithstanding, unless and until such holder seeks to transfer registered ownership of this Note on the books of the Company and such transfer is effected.

Transfer of this Note. With This Note or any Common Stock into which this Note is convertible (collectively, the “Securities”) may not be transferred except as provided herein. At any time beginning two years after the issuance of the Note, Holder will have the right to transfer the Securities as long as (i) the transfer is not in violation of any law, (ii) the Securities are not transferred to a competitor of the Company (if a majority of the Independent Directors determines in good faith that the proposed transferee is a competitor of the Company and that such proposed transfer would not be in the best interests of the Company, such consent to transfer not to be unreasonably withheld), (iii) the transfer is after a right of first offer to the Company (if the Company would have a right of first refusal with respect to any offersuch transfer under Section 3 of the Amended and Restated Investors’ Rights Agreement), sale or other disposition of this Noteand (iv) the transferee agrees to be bound by the terms, conditions, representations, and warranties set forth in the Lender will give written notice to Existing Transaction Documents. Without limiting the Borrower prior theretoforegoing, describing briefly the manner thereof, together with a written opinion of Xxxxxx’s counsel, or other evidence if reasonably satisfactory to the Borrower, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Borrower, as promptly as practicable, shall notify Lender that Lender may sell or otherwise dispose of this Note or such securities, all may not be transferred in accordance with the terms violation of the notice delivered to the Borrower. If a determination has been made pursuant to this Section 7 that the opinion of counsel for Xxxxxx, or other evidence, is not reasonably satisfactory to the Borrower, the Borrower shall so notify Lender promptly after such determination has been madeany restrictive legend set forth hereon at any time. Notwithstanding the foregoing, with respect to Holder may, at any offer, sale or other disposition of this Note to any person or entity affiliated with Lender (an “Affiliated Party”), Xxxxxx will give time upon written notice to the Borrower prior theretoCompany, describing briefly transfer any or all of the manner thereof, and Securities to an affiliate without being subject to the Lender may foregoing restrictions. All such restrictions on Holder’s right of transfer the Note to such Affiliated Party as long as the Affiliated Party agrees in writing to be bound by the terms hereof and the Loan Agreement (as applicable) as if such Affiliated Party was the original Lender hereundershall terminate following an initial public offering or other registration of Company shares or a Change of Control. Each new note issued upon transfer of this Note 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 "Securities Act"), unless in the opinion of counsel for the Borrower Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the BorrowerCompany. Prior to presentation of this Note for registration of transfer, the Borrower Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Borrower Company shall not be affected by notice to the contrary.

Transfer of this Note. With respect to any offer, sale or other disposition of this Note, the Lender will Payee shall give written notice to the Borrower Maker prior thereto, describing briefly the manner thereof, together with (i) except for a Permitted Transfer, in which case the requirements in this clause (i) shall not apply, a written opinion of Xxxxxx’s counsel, or other evidence if reasonably satisfactory to the Borrower, Maker in form and substance from counsel reasonably satisfactory to the Maker to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect)effect and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to the Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein. Upon receiving such written notice and notice, reasonably satisfactory opinion, if so requested, or other evidence, and such written acknowledgement, the BorrowerMaker, as promptly as practicable, shall notify Lender Payee that Lender Payee may sell or otherwise dispose of this Note or such securitiesNote, all in accordance with the terms of the notice delivered to the BorrowerMaker. If a determination has been made pursuant to this Section 7 16 that the opinion of counsel for XxxxxxPayee, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably satisfactory to the BorrowerMaker, the Borrower Maker shall so notify Lender Payee promptly after such determination has been made. Notwithstanding the foregoing, with respect to any offer, sale or other disposition of this Note to any person or entity affiliated with Lender (an “Affiliated Party”), Xxxxxx will give written notice to the Borrower prior thereto, describing briefly the manner thereof, and the Lender may transfer the Note to such Affiliated Party as long as the Affiliated Party agrees in writing to be bound by the terms hereof and the Loan Agreement (as applicable) as if such Affiliated Party was the original Lender hereunder. Each Note 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 "Securities Act"), unless in the opinion of counsel for the Borrower Maker such legend is not required in order to ensure compliance with the Securities Act. The Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration on the books maintained for such purpose by or on behalf of the BorrowerMaker. Prior to presentation of this Note for registration of transfer, the Borrower Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Borrower Maker shall not be affected by notice to the contrary. For purposes hereof “Permitted Transfer” shall mean any transfer to Payee’s officers or directors, any affiliates or family members of any of Payee’s officers or directors, any members of Payee or their affiliates, or any affiliates of Payee.

Transfer of this Note. With respect to (a) This Note may not be transferred in violation of any offer, sale or other disposition of this Note, the Lender will give written notice to the Borrower prior thereto, describing briefly the manner thereof, together with a written opinion of Xxxxxx’s counsel, or other evidence if reasonably satisfactory to the Borrower, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect)restrictive legend set forth hereon. Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Borrower, as promptly as practicable, shall notify Lender that Lender may sell or otherwise dispose Each new Note issued upon transfer of this Note or such securities, all in accordance with the terms of the notice delivered to the Borrower. If a determination has been made pursuant to this Section 7 that the opinion of counsel for Xxxxxx, or other evidence, is not reasonably satisfactory to the Borrower, the Borrower shall so notify Lender promptly after such determination has been made. Notwithstanding the foregoing, with respect to any offer, sale or other disposition of this Note to any person or entity affiliated with Lender (an “Affiliated Party”), Xxxxxx will give written notice to the Borrower prior thereto, describing briefly the manner thereof, and the Lender may transfer the Note to such Affiliated Party as long as the Affiliated Party agrees in writing to be bound by the terms hereof and the Loan Agreement (as applicable) as if such Affiliated Party was the original Lender hereunder. Each Note 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 "Securities Act"), unless in the opinion of counsel for the Borrower such legend is not required removed in order accordance with Section 7(b). The Company may issue stop transfer instructions to ensure compliance its transfer agent in connection with the Securities Act. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Borrowerrestrictions. Prior to presentation of this Note for registration of transfer, the Borrower Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Borrower Company shall not be affected by notice to the contrary. Notwithstanding anything to the contrary, this Note may be transferred from the Holder to an affiliate of the Holder, to a family member of the Holder, or to any trust, partnership, limited liability company or custodianship established for estate-planning purposes for the primary benefit of the Holder or his or her family members. (b) The restrictive legend set forth on the Note shall be removed and the Company shall issue a Note without such legend or any other legend to the Holder if (i) such Note or the Conversion Shares are sold pursuant to an effective registration statement under the Securities Act (provided that the Holder agrees to only sell such Note or Conversion Shares during such time that the registration statement is effective and not withdrawn or suspended, and only as permitted by the registration statement), (i) such Note or Conversion Shares are sold or transferred pursuant to, and in accordance with all requirements of, Rule 144 (including, if applicable, the volume, manner-of-sale and notice filing provisions of Rule 144), or (iii) such Note or Conversion Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. The Company shall bear all costs incurred by it or a Holder relating to the removal of the legend in accordance with this Section 7(b), provided that the Company shall not be liable for any transfer taxes relating to the issuance of a new Note in the name of any person other than the relevant Holder and its affiliates. For the purposes of this Section 7, the term “transfer” shall include any sale, pledge, gift, assignment, or other disposition of this Note or securities into which such Note may be converted.