NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the holder of such Warrants or Restricted Common Stock shall give ten days' prior written notice (a "Transfer Notice") to the Company of such holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to such holder who shall be reasonably satisfactory to the Company, an opinion that the proposed Transfer of such Warrants or such Restricted Common Stock may be effected without registration under the Securities Act. After receipt of the Transfer Notice and opinion, the Company shall, within five days thereof, notify the holder of such Warrants or such Restricted Common Stock as to whether such opinion is reasonably satisfactory and, if so, such holder shall thereupon be entitled to Transfer such Warrants or such Restricted Common Stock, in accordance with the terms of the Transfer Notice. Each certificate, if any, evidencing such shares of Restricted Common Stock issued upon such Transfer and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1, unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. The holder of the Warrants or the Restricted Common Stock, as the case may be, giving the Transfer Notice shall not be entitled to Transfer such Warrants or such Restricted Common Stock until receipt of notice from the Company under this Section 9.2 that such opinion is reasonably satisfactory.
NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder of such Warrants or Restricted Common Stock shall deliver to the Company either a written opinion reasonably acceptable to the Company of Independent Counsel addressed to the Company or a no-action letter from the Commission to the effect that the proposed Transfer of such Warrants or such Restricted Common Stock may be effected without registration under the Securities Act and applicable state securities or blue sky laws. After delivery of the written opinion or the no-action letter to the Company, such Holder shall thereupon be entitled to Transfer such Warrants or such Restricted Common Stock. Each certificate, if any, evidencing such shares of Restricted Common Stock issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(a), and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the written opinion of Independent Counsel addressed to the Company such legend is not required in order to ensure compliance with the Securities Act.
NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. Prior to or promptly following any Transfer of any Warrants or any shares of Restricted Common Stock, the holder of such Warrants or Restricted Common Stock shall give written notice (a "Transfer Notice") to Company of such Transfer. Each certificate, if any, evidencing such shares of Restricted Common Stock issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(a), and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of counsel to such holder which is reasonably acceptable to Company such legend is not required in order to ensure compliance with the Securities Act.
NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. Prior to any transfer of any Warrants or any shares of Restricted Common Stock, the Warrant Holder of such Warrants or Restricted Common Stock shall give five days prior written notice to the Issuer of such Warrant Holder's intention to effect such transfer (a "Transfer Notice"). Each Warrant Holder agrees that it will not sell, transfer or otherwise dispose of Warrants or any shares of Restricted Common Stock, in whole or in part, except pursuant to an effective registration statement under the Securities Act or an exemption from registration thereunder. Each certificate, if any, evidencing such shares of Restricted Common Stock issued upon such transfer shall bear the restrictive legend set forth in Section 9.1, and each Warrant Certificate issued upon such transfer shall bear the restrictive legend set forth in Section 9.1 of this Agreement, unless in the opinion of the transferee's or Warrant Holder's counsel delivered to the Issuer in connection with such transfer such legend is not required in order to ensure compliance with the Securities Act. The Warrant Holders of Warrants and Warrant Stock shall have the right to request registration of such Warrant Stock pursuant to Section 9.3 of this Agreement.
NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. Prior to any Transfer of any Warrant, the holder of such Warrant shall give five days' prior written notice (a "TRANSFER NOTICE") to the Company of such holder's intention to effect such Transfer, including a description of the manner and circumstances of the proposed Transfer and, if requested by the Company, an opinion from counsel to such holder that the proposed Transfer of such Warrant may be effected without registration under the Securities Act. After delivery of the Transfer Notice, the holder shall be entitled to Transfer such Warrant in accordance with the terms of the Transfer Notice. Each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1, unless such legend is not required in order to ensure compliance with the Securities Act.
NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. In addition to complying with section 3.1 hereof as to Transfers of Warrants, prior to any Transfer or attempted Transfer of any Warrant or any share of Restricted Common Stock, the holder of such Warrant or Restricted Common Stock shall give ten days' prior written notice (a "Transfer Notice") to the Company of such Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to such Holder, who shall be reasonably satisfactory to the Company, an opinion in form and substance reasonably acceptable to the Company to the effect that the proposed Transfer of such Warrant or such Restricted Common Stock may be effected without registration under the Securities Act. After receipt of the Transfer Notice and opinion, the Company shall, within five days thereof, so notify such Holder and such Holder shall thereupon be entitled to Transfer such Warrant or such Restricted Common Stock in accordance with the terms of the Transfer Notice. Each certificate, if any, evidencing such shares of Restricted Common Stock issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(a) hereof, and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b) hereof, unless, in the opinion of such counsel and counsel to the Company, such legend is not required in order to ensure compliance with the Securities Act. The holder of the Warrant or the Restricted Common Stock, as the case may be, giving the Transfer Notice shall not be entitled to transfer such Warrant or Restricted Common Stock until receipt of notice from the Company pursuant to this Section 9.2.
NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. 20 9.3. No Transfer to Directed Electronics, Inc . . . . . . . . . . . . . . 20 9.4.
NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. Prior to any transfer or attempted transfer of any Warrant, in whole or in part, or any shares of restricted Common Stock, the holder of such restricted Common Stock shall give ten days' prior written notice (a "Transfer Notice") to the Company in the form of assignment attached hereto, and obtain from counsel to such holder who shall be reasonably satisfactory to the Company, an opinion that the proposed transfer of such Warrant or restricted Common Stock, as the case may be, may be effected without registration under the Securities Act. After receipt of the Transfer Notice and opinion, the Company shall, within five days thereof, notify the holder of such Warrant or restricted Common Stock, as the case may be, as to whether such opinion is reasonably satisfactory and, if so, such holder shall thereupon be entitled to transfer such Warrant or restricted Common Stock, in accordance with the terms of the Transfer Notice. The holder of the restricted Common Stock giving the Transfer Notice shall not be entitled to transfer such Warrant or restricted Common Stock until receipt of notice from the Company under this Section 7.1 that such opinion is reasonably satisfactory.
NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. The holder of any Restricted Shares by acceptance thereof agrees, prior to any Transfer of any such Restricted Shares (other than a Transfer referred to in paragraphs (a) to (d), inclusive, of Section 5.2), to give written notice to CPI of such holder's intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.5. Each notice shall describe in detail the manner, method of disposition and circumstances of the proposed Transfer and shall be accompanied by (i) a written opinion of Holder's Counsel addressed to CPI stating whether in the opinion of such counsel such proposed Transfer involves a transaction requiring registration of the Restricted Shares under the Securities Act, and (ii) if in the opinion of such counsel registration is required, a written request that CPI effect the registration of such Restricted Shares under the Securities Act, subject to the limitations contained in Section 5.10. Upon receipt by CPI of any such notice, opinion and, if necessary, request, the following provisions shall apply:
NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended, or (ii) the Company first shall have been furnished with au opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate, if any, evidencing such shares of restricted Common Stock issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(a), and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of counsel to such holder which is reasonably acceptable to Company such legend is not required in order to ensure compliance with the Securities Act.
