Transfers; Legends. (a) (i) Except as required by federal securities laws and the securities law of any state or other jurisdictions, the Preferred Stock, Conversion Shares, Warrants and Warrant Shares (collectively, the "Securities") may be transferred, in whole or in part, by any of the Purchasers at any time. In the case of Preferred Stock, such transfer may be effected by delivering written transfer instructions to the Seller, and the Seller shall reflect such transfer on its books and records and reissue certificates evidencing the Preferred Stock upon surrender of certificates evidencing the Preferred Stock being transferred. Any such transfer shall be made by a Purchaser in accordance with applicable law. Any transferee shall agree to be bound by the terms of the Investor Rights Agreement and this Agreement. The Seller shall reissue certificates evidencing the Securities upon surrender of certificates evidencing the Securities being transferred in accordance with this Section 1.3(a).
Transfers; Legends. (a) Except as required by federal securities laws and the securities law of any state or other jurisdiction within the United States, the Preferred Stock, Conversion Shares, Warrants and Warrant Shares (collectively, the "Securities") may be transferred, in whole or in part, by any of the Purchasers at any time by delivering written transfer instructions to the Seller, and the Seller shall reflect such transfer on its books and records and reissue certificates
Transfers; Legends. Prudential hereby agrees that if it shall at any time or from time to time sell, transfer or otherwise dispose of any Shares, any transferee, as a condition of the transfer shall, by written agreement satisfactory to the Company and its counsel delivered to the Company at least five business days prior to the proposed effective date of such transfer, expressly assume all of Prudential's obligations, waivers, duties and covenants under the Stock Purchase Agreement, the Second Stock Purchase Agreement, the Letter Agreement and this Waiver (as each may have been amended or modified, or any provisions thereof waived, and shall at such time be in effect), including without limitation Prudential's obligations under this paragraph 3 as to the Shares to be so transferred, and shall agree to so bind its subsequent transferees. As soon as practicable following the execution and delivery hereof, the certificates currently evidencing the Shares are being surrendered against delivery to Prudential of one or more certificates evidencing a like aggregate number of Shares which, in addition to any other legend placed upon such certificate(s), shall bear a legend to the following effect: "The securities represented by this certificate are subject to certain provisions of an agreement, dated April 12, 1990, and the provisions of an agreement, dated February 28, 1995, each between the Corporation and The Prudential Insurance Company of America, the terms of which require the holder hereof to execute certain unconditional and irrevocable waivers of certain rights of the holder, including without limitation the right to convert these securities into Common Stock of the Corporation, to receive increased dividends in certain circumstances and to vote in respect of certain matters, and, under certain circumstances, to consent to amendments of, or, at the request of the Company, waivers with respect to, the Certificate of Designations and amendments of certain agreements to which the Corporation is a party. Pursuant to said Agreement dated February 28, 1995 the Corporation and The Prudential Insurance Company of America have entered into a further agreement dated June 8, 1995 effecting certain unconditional and irrevocable waivers with respect to the Certificate of Designations. Copies of such agreements are on file at the principal executive offices of the Corporation."
Transfers; Legends. (a) Except as required by federal securities laws and the securities law of any state or other jurisdiction within the United States, the Shares, Warrants and Warrant Shares (collectively, the "Securities") may be transferred, in whole or in part, by any of the Purchasers at any time. Any such transfer shall be made by a Purchaser in accordance with applicable law. In connection with any transfer of Securities other than pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or to the Seller, the Seller may require the transferor thereof to furnish to the Seller an opinion of counsel selected by the transferor, such counsel and the form and substance of which opinion shall be
Transfers; Legends. (a) Any of the Securities may be transferred, in whole or in part, by any of the Purchasers at any time by delivering written transfer instructions to the Seller, and the Seller shall reflect such transfer on its books and records and reissue certificates evidencing the Securities being transferred. The Seller hereby consents to and agrees to register on the books
Transfers; Legends. (a) (i) Except as restricted by federal securities laws and the securities law of any state or other jurisdictions, the Notes, Warrants and Warrant Shares may be transferred, in whole or in part, by any of the Purchasers at any time. Upon the issuance of the Conversion Shares (and the authorization and designation by the Seller of the New Securities, if applicable), except as required by federal securities laws and the securities law of any state or other jurisdiction, the Conversion Shares may be transferred in whole or in part, by any of the Purchasers at any time. Any such transfer shall be made by a Purchaser in accordance with applicable law. Any transferee shall agree to be bound by the terms of the Investor Rights Agreement and this Agreement. The Seller shall reissue certificates evidencing the applicable Securities upon surrender of certificates evidencing the Securities being transferred in accordance with this Section 1.3(a).
Transfers; Legends. (a) (i) Except as required by federal securities laws and the securities laws of any state or other jurisdiction, the Securities may be transferred, in whole or in part, by any of the Purchasers at any time. Such transfers may be effected by delivering written transfer instructions to the Seller, and the Seller shall reflect such transfer on its books and records. Any such transfer shall be made by a Purchaser in accordance with applicable law. Any transferee shall agree to be bound by the terms of the Registration Rights Agreement and this Agreement and shall have the rights of a Purchaser under those agreements. The Seller shall reissue certificates evidencing the Securities upon surrender of certificates evidencing the Securities being transferred in accordance with this Section 1.3(a).
Transfers; Legends. 1.3.1. The Preferred Stock and Warrants may be transferred, in whole or in part, by any of the Purchasers at any time by delivering written transfer instructions to the Seller, and the Seller shall reflect such transfer on its books and records and reissue certificates evidencing the Preferred Stock or Warrants being transferred. The Seller hereby consents to and agrees to register on the books of the Seller and with any transfer agent for the securities of the Seller any transfer of Preferred Stock or Warrants. Any transferee other than a purchaser of shares of Common Stock which have been registered under the Securities Act shall have the rights of a Purchaser under this Agreement. The Seller shall reissue certificates evidencing the Preferred Stock or Warrants transferred upon surrender of certificates evidencing the Preferred Stock or Warrants being transferred. Any such transfer shall be made by a Purchaser in accordance with applicable federal and state securities laws and other applicable laws. An "Affiliate" means any Person (as such term is defined below) that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"). With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser. A "Person" means any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision of any thereof) or other entity of any kind.
Transfers; Legends. (a) The Notes may be transferred, in whole or in part, by any of the Purchasers at any time by delivering written transfer instructions to the Seller, and the Seller shall reflect such transfer on its books and records and reissue appropriate Notes upon surrender of Notes evidencing the Notes being transferred. Any such transfer shall be made by a Purchaser in accordance with applicable law.
Transfers; Legends. (a)(i) Except as restricted by federal securities laws and the securities law of any state or other jurisdictions, the Warrants and Warrant Shares may be transferred, in whole or in part, by any of the Purchasers at any time. Any such transfer shall be made by a Purchaser in accordance with applicable law. Any transferee shall agree in writing to be bound by the terms of the Investor Rights Agreement and this Agreement. The Seller shall reissue certificates evidencing the applicable Securities upon surrender of certificates evidencing the Securities being transferred in accordance with this Section 1.3(a).
