Transfer Restrictions Restrictive Legend. Each Purchaser understands that the Company may, as a condition to the transfer of any of the Securities, require that the request for transfer be accompanied by an opinion of counsel reasonably satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Securities Act, unless such transfer is covered by an effective registration statement or by Rule 144 or Rule 144A under the Securities Act; provided, however, that no transfer by any Purchaser to any of its Affiliates shall require an opinion of counsel; provided, further, that such Affiliate in each case agrees to be subject to the restrictions in this Section 7. It is understood that the certificates evidencing the Securities may bear substantially the following legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.” The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder thereof if the holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that, or the Company is otherwise satisfied that, the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend.
Transfer Restrictions Restrictive Legend. The Purchasers understand that the Company may, as a condition to the transfer of any of the Pre-Funded Warrants or Warrant Shares, require that the request for transfer be accompanied by an opinion of counsel reasonably satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Securities Act, unless such transfer is covered by an effective registration statement or by Rule 144 or Rule 144A under the Securities Act; provided, however, that an opinion of counsel shall not be required for a transfer: (A) to its partners or former partners in accordance with partnership interests, (B) to any Affiliate or other Person under common management with such Purchaser, or (C) a transfer that is made pursuant to a bona fide gift to a third party; provided, further, that (i) the transferee in each case agrees to be subject to the restrictions in this Section 8 and provides the Company with a representation letter containing customary investment representations under the Securities Act, (ii) the Company reasonably satisfies itself that the number of transferees is sufficiently limited and (iii) in the case of transferees that are partners or limited liability company members, the transfer is for no consideration. It is understood that the certificates evidencing the Pre-Funded Warrants or the book-entry registrations for the Warrant Shares may bear substantially the following legends:
Transfer Restrictions Restrictive Legend. 7.1. Each Purchaser understands that the Company may, as a condition to the transfer of any of the Securities, require that the request for transfer be accompanied by an opinion of counsel reasonably satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Securities Act, unless such transfer is covered by an effective registration statement or by Rule 144 or Rule 144A under the Securities Act; provided, however, that no transfer by any Purchaser to any of its Affiliates shall require an opinion of counsel; provided, further, that such Affiliate in each case agrees to be subject to the restrictions in this Section 8. It is understood that the certificates evidencing the Securities may bear substantially the following legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.”
Transfer Restrictions Restrictive Legend. 8.1. Transfer Restrictions 8.2. Unlegended Certificates
Transfer Restrictions Restrictive Legend. (a) Each Holder of the Securities agrees that such Holder shall, prior to the consummation of any sale or transfer of any Securities, give written notice to the Company of such Holder's intention to effect such a sale or transfer. Each such notice shall (i) describe the manner and circumstances of the proposed sale or transfer including, without limitation, such information as is necessary to establish that the proposed transfer may be made in compliance with the Securities Act, and (ii) if requested by the Company, be accompanied by the written opinion, addressed to the Company and obtained at the sole expense of the holder, of counsel for such Holder who is reasonably satisfactory to the Company, in form and substance satisfactory to the Company, to the effect that the proposed sale or transfer may be made in compliance with the Securities Act. No Holder shall sell or transfer any of such Securities until such notice and, if requested, such opinion of counsel has been given to and accepted by the Company. Each certificate representing the Securities so transferred shall bear the legend set forth in Section 9(b) below unless (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule or regulation permitting public sale without registration under the Securities Act), (ii) in such opinion of counsel, (x) registration of future transfers is not required by the applicable provisions of the Securities Act and (y) such Securities may immediately be sold by such Holder without taking any other actions to comply with an applicable exemption from such registration requirements, or (iii) the Company shall consent in writing that such legend may be removed.
Transfer Restrictions Restrictive Legend
