Common use of Limitations on Transferability Clause in Contracts

Limitations on Transferability. The Investor covenants that in no event will it dispose of the Notes (other than pursuant to Rule 144 promulgated by Securities and Exchange Commission under the Securities Act ("Rule 144") or any similar or analogous rule) unless and until (a) the Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) if requested by the Company, the Investor shall have furnished the Company with an opinion of counsel satisfactory in form and substance to the Company and the Company's counsel to the effect that (x) such disposition will not require registration under the Securities Act and (y) appropriate action necessary for compliance with the Securities Act and any applicable state, local, or foreign law has been taken. Notwithstanding the limitations set forth in the foregoing sentence, if the Investor is a partnership or limited liability company it may transfer Notes (or portions thereof) to its constituent partners or a retired partner of such partnership who retires after the date hereof, or its constituent members or retired members of such limited liability company who retires after the date hereof, as the case may be, or to the estate of any such partner, member or retired partner or member or transfer by gift, will, or intestate succession to any such partner's or member's spouse or lineal descendants or ancestors without the necessity of registration or opinion of counsel if the transferee agrees in writing to be subject to the terms of this Agreement to the same extent if such transferee were an Investor; provided, however, that Investor hereby covenants not to effect such transfer if such transfer either would invalidate the securities laws exemptions pursuant to which the Notes were originally offered and sold or would itself require registration and/or qualification under the Securities Act or applicable state securities laws. Each Note transferred as above provided shall bear the appropriate restrictive legend set forth in Section 5 below, except that such Note shall not bear such legend if the transfer was made in compliance with subsection (k) of Rule 144 or if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act.

Limitations on Transferability. The Each Investor covenants that in no event will it dispose of any of the Notes Convertible Securities or Registrable Securities (other than pursuant to Rule 144 promulgated by Securities and Exchange Commission under the Securities Act ("“Rule 144"”) or any similar other exemption from registration, or analogous ruleexcept in connection with an Investor’s exercise of its Registration rights under this Agreement) unless and until (a) the Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) if reasonably requested by the Company, the Investor shall have furnished the Company with an opinion of counsel reasonably satisfactory in form and substance to the Company and the Company's ’s counsel to the effect that (x) such disposition will not require registration under the Securities Act and (y) appropriate action necessary for compliance with the Securities Act and any applicable state, local, or foreign law has been taken. Notwithstanding the limitations set forth in the foregoing sentence, if the Investor is a partnership or limited liability company it may transfer Notes (the Convertible Securities or portions thereof) Registrable Securities to its constituent partners or members or its Affiliates, or a retired partner or member of such partnership who retires after the date hereof, or its constituent members or retired members of such limited liability company who retires after the date hereof, as the case may be, or to the estate of any such partner, partner or member or retired partner or retired member or transfer by gift, will, or intestate succession to any such partner's ’s or member's spouse or ’s spouse, domestic partner, lineal descendants or ancestors without the necessity of registration or opinion of counsel if the transferee agrees in writing to be subject to the terms of this Agreement the Transactional Agreements, as applicable, to the same extent if such transferee were an Investor; provided, however, that Investor hereby covenants not to effect such transfer if such transfer either would invalidate the securities laws exemptions pursuant to which the Notes Convertible Securities or Registrable Securities were originally offered and sold or would itself require registration and/or qualification under the Securities Act or applicable state securities laws. Notwithstanding the foregoing, an Investor who is a Manager shall not dispose of any Convertible Securities or Registrable Securities in contravention of the Transactional Agreements (as defined herein). Each Note certificate evidencing the Convertible Securities or Registrable Securities transferred as provided above provided shall bear the appropriate restrictive legend set forth in Section 5 below5.1 of the Purchase Agreement, except that such Note certificate shall not bear such legend if the transfer was made in compliance with subsection (k) of Rule 144 or if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act.

Limitations on Transferability. The Investor Such Lender covenants that in no event will it dispose of all or any portion of the Notes (other than pursuant to Rule 144 promulgated by Securities and Exchange Commission under the Securities Act ("Rule 144") or any similar or analogous rule) unless and until (a) the Investor Lender shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) if requested by the Company, the Investor Lender shall have furnished the Company with an opinion of counsel satisfactory in form and substance to the Company and the Company's ’s counsel to the effect that (x) such disposition will not require registration under the Securities Act and (y) appropriate action necessary for compliance with the Securities Act and any applicable state, local, or foreign law has been taken. Notwithstanding ; provided, however, that notwithstanding the limitations previously set forth forth, (i) a Lender may transfer Notes to its affiliates (as such term is defined in Regulation D promulgated under the foregoing sentence, Securities Act) and (ii) if the Investor Lender is a partnership or limited liability company it may transfer Notes (or portions thereof) to its constituent partners or a retired partner of such partnership who retires after the date hereof, or its constituent members or retired members of such limited liability company who retires after the date hereof, as the case may be, or to the estate of any such partner, member partner or retired partner or member or transfer by gift, will, or intestate succession to any such partner's or member's ’s spouse or lineal descendants or ancestors ancestors, in each case without the necessity of registration or opinion of counsel if the transferee agrees in writing to be subject to the terms of this Agreement to the same extent if such transferee were an Investora Lender (the persons set forth in clauses (i) and (ii) being referred to as “Affiliates”); provided, however, that Investor Lender hereby covenants not to effect such transfer if such transfer either would invalidate the securities laws exemptions pursuant to which the Notes were originally offered and sold or would itself require registration and/or qualification under the Securities Act or applicable state securities laws. Each Note transferred as above provided shall bear the appropriate restrictive legend set forth in Section 5 4.5 below, except that such Note certificate shall not bear such legend if the transfer was made in compliance with subsection (k) of Rule 144 or if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act.

Limitations on Transferability. The Investor covenants that in no event will shall it dispose of any of the Notes Shares (other than pursuant to Rule 144 promulgated by Securities and Exchange Commission under the Securities Act ("“Rule 144"”) or any similar or analogous rule) unless and until (a) the Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) if requested by the Company, the Investor shall have furnished the Company with an opinion of counsel satisfactory in form and substance to the Company and the Company's ’s counsel to the effect that (x) such disposition will shall not require registration under the Securities Act and (y) appropriate action necessary for compliance with the Securities Act and any applicable state, local, or foreign law has been taken. Notwithstanding the limitations set forth in the foregoing sentence, if the Investor is a partnership or limited liability company it may transfer Notes (or portions thereof) Shares to its constituent partners or a retired partner of such partnership who retires after the date hereof, or its constituent members or retired members of such limited liability company who retires after the date hereof, as the case may be, or to the estate of any such partner, member or retired partner or member or transfer by gift, will, or intestate succession to any such partner's or member's spouse or lineal descendants or ancestors affiliates without the necessity of registration or opinion of counsel if the transferee agrees in writing to be subject to the terms of this Agreement to the same extent if such transferee were an Investor; provided, however, that Investor hereby covenants not to effect such transfer if such transfer either would invalidate the securities laws exemptions pursuant to which the Notes Shares were originally offered and sold or would itself require registration and/or qualification under the Securities Act or applicable state securities laws. Each Note certificate evidencing the Shares transferred as above provided shall bear the appropriate restrictive legend legends set forth in Section 5 belowof this Agreement, except that such Note certificate shall not bear such legend if the transfer was made in compliance with subsection (k) of Rule 144 or if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act.

Limitations on Transferability. The Investor Holder covenants that in no event will it dispose of any of the Notes Securities (other than pursuant to Rule 144 promulgated by Securities and Exchange Commission the SEC under the Securities Act ("Rule 144") or any similar or analogous rule) unless and until (ai) the Investor Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (bii) if requested by the Company, the Investor Holder shall have furnished the Company with an opinion of counsel satisfactory in form and substance to the Company and the Company's counsel counsel, in the reasonable exercise of their judgment, to the effect that (x) such disposition will not require registration under the Securities Act and (y) appropriate action necessary for compliance with the Securities Act and any applicable state, local, or foreign law has been taken. Notwithstanding the limitations set forth in the foregoing sentence, if the Investor Holder is a partnership or limited liability company or a partnership it may transfer Notes (or portions thereof) Securities to its members or constituent partners or a retired partner of such partnership who retires after the date hereof, or its constituent members or retired members of such limited liability company who retires after the date hereof, as the case may be, or to the estate of any such partner, member or partner or retired partner or member or transfer by gift, will, or intestate succession to any such partnermember's or memberpartner's spouse or lineal descendants or ancestors without the necessity of registration or opinion of counsel if the transferee agrees in writing to be subject to the terms of this Agreement to the same extent if such transferee were an Investora Holder; provided, however, that Investor Holder hereby covenants not to effect such transfer if such transfer either would invalidate the securities laws exemptions pursuant to which the Notes Securities were originally offered and sold or would itself require registration and/or qualification under the Securities Act or applicable state securities laws. Each Note certificate evidencing the Securities transferred as above provided shall bear the appropriate restrictive legend legends set forth in Section 5 Sections 7.6 and 7.7(a) below, except that such Note certificate shall not bear such legend if the transfer was made in compliance with subsection (k) of Rule 144 or if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act.

Limitations on Transferability. The Such Investor covenants that in no event will shall it dispose of any of the Notes Shares (other than pursuant to Rule 144 promulgated by Securities and Exchange the Commission under the Securities Act ("“Rule 144"”) or any similar or analogous rulerule or pursuant to the terms of the Rights Agreement) unless and until (a) the such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) if requested by the Company, the such Investor shall have furnished the Company with an opinion of counsel satisfactory in form and substance to the Company and the Company's ’s counsel to the effect that (x) such disposition will shall not require registration under the Securities Act and (y) appropriate action necessary for compliance with the Securities Act and any applicable state, local, or foreign law has been taken. Notwithstanding the limitations set forth in the foregoing sentence, if the such Investor is a partnership or limited liability company it may transfer Notes (or portions thereof) Shares to its constituent partners or a retired partner of such partnership who retires after the date hereof, or its constituent members or retired members of such limited liability company who retires after the date hereof, as the case may be, or to the estate of any such partner, member partner or retired partner or member or transfer by gift, will, or intestate succession to any such partner's or member's ’s spouse or lineal descendants or ancestors without the necessity of registration or opinion of counsel if the transferee agrees in writing to be subject to the terms of this Agreement to the same extent if such transferee were an Investor; provided, however, that Investor hereby covenants not to effect such transfer if such transfer either would invalidate the securities laws exemptions pursuant to which the Notes Shares were originally offered and sold or would itself require registration and/or qualification under the Securities Act or applicable state securities laws. Each Note certificate evidencing the Shares transferred as above provided shall bear the appropriate restrictive legend legends set forth in Section 5 belowof this Agreement, except that such Note certificate shall not bear such legend if the transfer was made in compliance with subsection (k) of Rule 144 or if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act.

Limitations on Transferability. The Investor covenants that in no event will it dispose of any of the Notes Shares, the Warrant or the Warrant Shares (other than pursuant to Rule 144 promulgated by Securities and Exchange the Commission under the Securities Act ("Rule 144") or any similar or analogous rulerule or pursuant to an effective registration statement under the Securities Act) unless and until (a) the Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) if requested by the Company, the Investor shall have furnished the Company with an opinion of counsel satisfactory in form and substance to the Company and the Company's counsel to the effect that (xi) such disposition will not require registration under the Securities Act and (yii) appropriate action necessary for compliance with the Securities Act and any applicable state, local, or foreign law has been taken. Notwithstanding the limitations set forth in the foregoing sentence, if the Investor is a partnership or limited liability company company, it may transfer Notes (Shares, the Warrant or portions thereof) the Warrant Shares to its constituent partners or members or a retired partner or member of such partnership or Company who retires after the date hereof, or its constituent members or retired members of such limited liability company who retires after the date hereof, as the case may be, or to the estate of any such partner, member or retired partner or member or transfer by gift, will, or intestate succession to any such partner's or member's spouse or lineal descendants or ancestors without the necessity of registration or opinion of counsel if the transferee agrees in writing to be subject to the terms of this Agreement to the same extent if such transferee were an Investor; provided, however, that Investor hereby covenants not to effect such transfer if such transfer either would invalidate the securities laws exemptions pursuant to which the Notes Shares, the Warrant or the Warrant Shares were originally offered and sold or would itself require registration and/or qualification under the Securities Act or applicable state securities laws. Each Note certificate evidencing the Shares, the Warrant or the Warrant Shares transferred as above provided shall bear the appropriate restrictive legend set forth in Section 5 below, except that such Note certificate shall not bear such legend if the transfer was made in compliance with subsection (k) of Rule 144 or if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities Act.

Limitations on Transferability. The Investor covenants that in no event will shall it dispose of any of the Notes Shares, and the Adjustment Shares to the extent issuable, (other than pursuant to Rule 144 promulgated by Securities and Exchange Commission under the Securities Act ("“Rule 144"”) or any similar or analogous rule) unless and until (a) the Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (b) if requested by the Company, the Investor shall have furnished the Company with an opinion of counsel satisfactory in form and substance to the Company and the Company's ’s counsel to the effect that (x) such disposition will shall not require registration under the Securities Act and (y) appropriate action necessary for compliance with the Securities Act and any applicable state, local, or foreign law has been taken. Notwithstanding the limitations set forth in the foregoing sentence, if the Investor is a partnership or limited liability company it may transfer Notes (or portions thereof) Shares to its constituent partners or a retired partner of such partnership who retires after the date hereof, or its constituent members or retired members of such limited liability company who retires after the date hereof, as the case may be, or to the estate of any such partner, member partner or retired partner or member or transfer by gift, will, or intestate succession to any such partner's or member's ’s spouse or lineal descendants or ancestors without the necessity of registration or opinion of counsel if the transferee agrees in writing to be subject to the terms of this Agreement to the same extent if such transferee were an Investor; provided, however, that Investor hereby covenants not to effect such transfer if such transfer either would invalidate the securities laws exemptions pursuant to which the Notes Shares, and the Adjustment Shares to the extent issuable, were originally offered and sold or would itself require registration and/or qualification under the Securities Act or applicable state securities laws. Each Note certificate evidencing the Shares transferred as above provided shall bear the appropriate restrictive legend legends set forth in Section 5 below6 of this Agreement. In addition, except the Investor hereby acknowledges and agrees that such Note any transfer shall not bear such legend if also only be effected in conformity with the transfer was made in compliance with subsection (k) of Rule 144 or if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions of the Securities ActStockholders Agreement to which such Investor is a party.