Common use of Transfer Restrictions Generally Clause in Contracts

Transfer Restrictions Generally. a. If the Purchaser should decide to Transfer the Restricted Securities held by it, the Purchaser understands and agrees that it generally may do so only pursuant to an effective registration statement under the Securities Act of 1933, as amended (“Securities Act”), to the Company or pursuant to an available exemption from the registration requirements of the Securities Act or Rule 144 promulgated under the Securities Act (“Rule 144”) or any other available exemption from the Securities Act. In connection with any Transfer of any Restricted Securities other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company, to the effect that such Transfer does not require registration of such transferred securities under the Securities Act; provided, however, that if the Restricted Securities may be sold pursuant to Rule 144(k), no written opinion of counsel shall be required from the Purchaser if the Purchaser provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Subject to compliance with the other terms of this Agreement, if the Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company, to the effect that the Transfer of the Restricted Securities may be made without registration under the Securities Act, or the Purchaser provides the Company with reasonable assurances that the Restricted Securities can be sold pursuant to Rule 144, the Company shall permit the Transfer, and, in the case of Common Stock, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Purchaser and without any restrictive legend. Notwithstanding the foregoing or anything else contained herein to the contrary, the Restricted Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

Transfer Restrictions Generally. a. If the Purchaser any Holder should decide to Transfer the Transfer Restricted Securities held by it, the Purchaser such Holder understands and agrees that it generally may do so only pursuant to an effective registration statement under the Securities Act of 1933, as amended (“Securities Act”), to the Company or pursuant to an available exemption from the registration requirements of the Securities Act or Rule 144 promulgated under the Securities Act (“Rule 144”) or any other available exemption from the Securities Act. In connection with any Transfer of any Transfer Restricted Securities other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws selected by the transferorTransferor, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company, to the effect that such Transfer does not require registration of such transferred securities under the Securities Act; provided, however, that if the Transfer Restricted Securities may be sold pursuant to Rule 144(k), no written opinion of counsel shall be required from the Purchaser Holder if the Purchaser such Holder provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Subject to compliance with the other terms of this Agreement, if the Purchaser a Holder provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company, to the effect that the Transfer of the Transfer Restricted Securities may be made without registration under the Securities Act, or the Purchaser Holder provides the Company with reasonable assurances that the Transfer Restricted Securities can be sold pursuant to Rule 144, the Company shall permit the Transfer, and, in the case of Common Stock, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Purchaser such Holder and without any restrictive legend. Notwithstanding the foregoing or anything else contained herein to the contrary, the Transfer Restricted Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.