Transfer Requirement. No holder of Option Shares may Transfer any Option Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel will be reasonably acceptable to the Company) that registration under the Securities Act is not required in connection with such Transfer and that such Transfer is in compliance with the provisions herein. If such opinion of counsel reasonably acceptable in form and substance to the Company further states that no subsequent Transfer of such Option Shares will require registration under the Securities Act, the Company will promptly upon such Transfer deliver new certificates (in the event such Option Shares are certificated) for such securities which do not bear the Securities Act legend set forth in Section 10(a).
Transfer Requirement. The Permit Holder shall not transfer the Permit unless the new Permit Xxxxxx agrees in a written, notarized document to be bound by the terms of this Agreement.
Transfer Requirement. Each of Seller and Buyer shall take or cause to be taken all actions necessary or appropriate to satisfy or waive the Transfer Requirements to be satisfied or waived at or prior to the Closing or following the Closing, respectively, and facilitate such other actions reasonably necessary or desirable and incident thereto, including Seller using commercially reasonable efforts to obtain tax clearance and bulk sales certificates under applicable Law in Hawaii prior to the Closing, or, if Seller is unable to obtain such tax clearance and bulk sales certificates prior to the Closing, as soon as practicable following the Closing; provided, however, for the avoidance of doubt, if the Company or Buyer becomes liable for any Taxes, other than any Transfer Taxes for which Buyer is liable under Section 8.7 (Transfer Taxes), pursuant to HRS §237-43(c), by virtue of Seller failing to either (a) provide the bulk sales certificate prior to the Closing, or (b) paying any unpaid taxes, penalties and interest within twenty days after the Closing, the Parties agree the amount of such Taxes will be included within the definition of “Indemnified Taxes”, except if Seller’s failure under clause (a) or (b) is caused by or a result of Buyer not satisfying its own obligations under this Section 4.8.
