Transfers of Restricted Securities. 11 2.1 Transfer Restrictions Generally; Securities Act..................................... 11 2.2 Legends............................................................................. 11 2.3 Limitations on Repurchases, Dividends, Etc.......................................... 12 2.4
Transfers of Restricted Securities. 9 Section 2.01 Restrictions Generally; Securities Act............................. 9 Section 2.02 Legend............................................................. 9 Section 2.03 Tag-Along Rights................................................... 10 Section 2.04 Notice of Open Market Sales........................................ 12 Section 2.05 Right of First Refusal............................................. 12 ARTICLE III.
Transfers of Restricted Securities. PURSUANT TO REGISTRATION STATEMENTS AND RULE 144, ETC. The Restricted Securities may be offered or sold by the Holder thereof pursuant to (a) an effective registration statement under the Securities Act, (b) to the extent applicable, Rule 144 or (c) subject to SECTION 4.03 hereof, any other applicable exemption from the Securities Act.
Transfers of Restricted Securities. 11 2.1 Transfer Restrictions Generally; Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . 11 2.2 Legends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 2.3 Limitations on Repurchases, Dividends, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 2.4
Transfers of Restricted Securities. The Holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction or, following the IPO, the transfer is made pursuant to SEC Rule 144, the Holder of such Restricted Securities shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder; provided that, other than with respect to any transfer pursuant to the foregoing clause (x) following the IPO, each transferee agrees in writing to be subject to the terms of this Subsection 2.13. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144 or pursuant to an effective registration statement, the appropriate restrictive legend set forth in Subsection 2.13(b), except that such certificate instru...
Transfers of Restricted Securities. 5 2.1 Restrictions Generally; Securities Act.......................................5 2.2 Legend.......................................................................6 2.3 Sale of the Company..........................................................6
Transfers of Restricted Securities. No Stockholder shall Transfer Restricted Securities other than pursuant to (i) a Public Offering or (ii) an available exemption from registration under the Securities Act and any applicable state securities laws; provided, however, that no Transfer of Restricted Securities pursuant to this clause (ii) shall be consummated until the Company has either (x) received from the Transferring Stockholder an opinion of counsel, if reasonably requested by the Company, to the effect that such Transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws, all in form and substance reasonably satisfactory to the Company or (y) waived such requirement after consultation with counsel. Notwithstanding the foregoing, no such opinion of counsel shall be required with respect to any (i) Transfer of Restricted Securities to a Related Person or pursuant to any pledge or collateral assignment or other assignment of Restricted Securities or a part thereof to (A) a third party lender or other financing source for a Stockholder pursuant to a bona fide financing transaction or (B) an indenture trustee or any other trustee for the benefit of a secured party with respect to an obligation in effect as of the date of this Agreement or any refinancing of such obligation; and
Transfers of Restricted Securities. PURSUANT TO REGISTRATION STATEMENT RULE 144 AND RULE 144A. The Restricted Securities may be offered or sold by the Holder thereof pursuant to:
(i) an effective registration statement under the Securities Act;
(ii) Rule 144 or Rule 144A, to the extent applicable; or
(iii) any other legally available means of transfer; PROVIDED, such Holder shall deliver, at such Holder's expense, to the Issuer a notice with respect to the proposed transfer, together with an opinion of counsel reasonably satisfactory to the Issuer (which may be a licensed attorney employed by an Investor), to the effect that an exemption from registration under the Securities Act is available.
(c) In the event of any proposed permitted transfer of Warrants or Warrant Stock hereunder, the Issuer shall assist such Holder in disposing of its Warrants and Warrant Stock in a prompt and orderly manner and, at the request of such Holder, the Issuer shall provide (and authorize such Holder to provide) financial and other information concerning the Issuer to any prospective purchaser of the Warrants or Warrant Stock owned by such Holder as such purchaser may reasonably request; PROVIDED THAT, upon request of the Issuer, such purchaser shall enter into a confidentiality agreement with respect to any such non-public information in the form of Section 5.6 of the Note Agreement.
Transfers of Restricted Securities. No Equityholder shall Transfer Restricted Securities other than pursuant to (i) a Public Offering or (ii) an available exemption from registration under the Securities Act and any applicable state securities laws; provided, however, that no Transfer of Restricted Securities pursuant to this clause (ii) shall be consummated until the Company has either (x) received from the Transferring Equityholder an opinion of counsel, if reasonably requested by the Company, to the effect that such Transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws, all in form and substance reasonably satisfactory to the Company or (y) waived such requirement after consultation with counsel.
Transfers of Restricted Securities. 42 7.1 Restrictions Generally; Securities Act..................... 42 7.2 Legend..................................................... 42 7.3 Transfers by the Seller Stockholders and Additional Stockholders............................................... 43
