Common use of Notice of Proposed Transfers Clause in Contracts

Notice of Proposed Transfers. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten days' prior written notice (a "TRANSFER NOTICE") to the Company of Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to 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 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 shall bear the restrictive legend set forth in Section 9.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. Holder 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. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten days' , prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company of Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to 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 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 shall bear the restrictive legend set forth in Section 9.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. The Holder 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 9.2(a) that such opinion is reasonably satisfactory.

Notice of Proposed Transfers. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten days' prior written notice (a "TRANSFER NOTICE") to the Company of Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to 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 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 shall bear the restrictive legend set forth in Section 9.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. Holder 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 9.2(a) that such opinion is reasonably satisfactory.

Notice of Proposed Transfers. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten days' prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company of Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to 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 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 shall bear the restrictive legend set forth in Section 9.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. Holder 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 9.2(a) that such opinion is reasonably satisfactory.

Notice of Proposed Transfers. Prior to any Transfer transfer, hypothecation or assignment or attempted Transfer transfer, hypothecation or assignment of any Warrants the Warrant or any shares Common Stock issued upon exercise of Restricted Common Stockthe Warrant, the Holder of such Warrant or Common Stock shall give ten days' (10) days prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company Corporation of such Holder's intention to effect such Transfertransfer, hypothecation or assignment, describing the manner and circumstances of the proposed Transfertransfer, hypothecation or assignment, and obtain from counsel to Holder who shall be reasonably satisfactory Counsel a written opinion addressed to the Company, an opinion Corporation that the proposed Transfer transfer, hypothecation or assignment of such Warrants the Warrant or such Restricted Common Stock may be effected without registration under the Securities ActAct and applicable state securities or "blue sky" laws. After receipt of the Transfer Notice and written opinion, the Company Corporation shall, within five (5) days thereof, so notify the Holder as to whether of the Warrant or such opinion is reasonably satisfactory and, if so, Common Stock in writing and such holder Holder shall thereupon be entitled to Transfer such Warrants transfer, hypothecate or such Restricted assign the Warrant or 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)section 6.1.1, and the each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b)section 6.1.2, unless in the written opinion of such counsel Counsel addressed to the Corporation such legend is not required in order to ensure compliance with the Securities ActAct and applicable state securities or "blue sky" laws. The Holder of the Warrant or such Common Stock, as the case may be, giving the Transfer Notice shall not be entitled to Transfer such Warrants transfer the Warrant or such Restricted Common Stock until receipt of notice from the Company Corporation under this Section 9.2 that such opinion is reasonably satisfactorysection 6.2.

Notice of Proposed Transfers. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten days' , prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company and its counsel of Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to 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 (5) business days thereof, notify the Holder 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 shall bear the restrictive legend set forth in Section 9.1(a9.1(b), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b9.1(c), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. The Holder 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. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common StockSecurity, the Holder of such Security shall (i) give ten days' prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company of such Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain (ii) either (A) provide to the Company an opinion reasonably satisfactory to the Company from counsel to such Holder who shall be reasonably satisfactory to the Company, an opinion (or supply such other evidence reasonably satisfactory to the Company) that the proposed Transfer of such Warrants or such Restricted Common Stock Security may be effected without registration under the Securities Act, or (B) certify to the Company that the Holder reasonably believes the proposed transferee is a "qualified institutional buyer" and that such Holder has taken reasonable steps to make the proposed transferee aware that such Holder may rely on Rule 144A under the Securities Act in effecting such Transfer. After receipt of the Transfer Notice and opinionopinion (if required), the Company shall, within five days thereof, so notify the Holder as to whether of such opinion is reasonably satisfactory and, if so, Security and such holder Holder shall thereupon be entitled to Transfer such Warrants or such Restricted Common Stock, Security in accordance with the terms of the Transfer Notice. Each certificate, if any, evidencing such shares of Restricted Common Stock Security issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b)5.2, 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 Security giving the Transfer Notice shall not be entitled to Transfer such Warrants or such Restricted Common Stock Security until receipt of the notice from the Company under this Section 9.2 that such opinion is reasonably satisfactory5.3.

Notice of Proposed Transfers. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten days' prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company of Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to 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 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 shall bear the restrictive legend set forth in Section 9.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. Holder 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. Prior to any Transfer transfer, hypothecation or assignment or attempted Transfer transfer, hypothecation or assignment of any Warrants the Warrant or any shares Preferred Stock issued upon exercise of Restricted Common Stockthe Warrant, the Holder of such Warrant or Preferred Stock shall give ten days' (10) days prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company Corporation of Holdersuch Xxxxxx's intention to effect such Transfertransfer, hypothecation or assignment, describing the manner and circumstances of the proposed Transfertransfer, hypothecation or assignment, and obtain from counsel to Holder who shall be reasonably satisfactory Counsel a written opinion addressed to the Company, an opinion Corporation that the proposed Transfer transfer, hypothecation or assignment of such Warrants the Warrant or such Restricted Common Preferred Stock may be effected without registration under the Securities ActAct and applicable state securities or "blue sky" laws. After receipt of the Transfer Notice and written opinion, the Company Corporation shall, within five (5) days thereof, so notify the Holder as to whether of the Warrant or such opinion is reasonably satisfactory and, if so, Preferred Stock in writing and such holder Holder shall thereupon be entitled to Transfer such Warrants transfer, hypothecate or such Restricted Common assign the Warrant or Preferred Stock, in accordance with the terms of the Transfer Notice. Each certificate, if any, evidencing such shares of Restricted Common Preferred Stock issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(a)6.1.1, and the each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b)6.1.2, unless in the written opinion of such counsel Counsel addressed to the Corporation such legend is not required in order to ensure compliance with the Securities ActAct and applicable state securities or "blue sky" laws. The Holder of the Warrant or such Preferred Stock, as the case may be, giving the Transfer Notice shall not be entitled to Transfer such Warrants transfer the Warrant or such Restricted Common Preferred Stock until receipt of notice from the Company Corporation under this Section 9.2 that such opinion is reasonably satisfactory6.2.

Notice of Proposed Transfers. Prior to any Transfer transfer, hypothecation or assignment or attempted Transfer transfer, hypothecation or assignment of any Warrants the Warrant or any shares Common Stock issued upon exercise of Restricted Common Stockthe Warrant, the Holder of such Warrant or Common Stock shall give ten days' (10) days prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company Corporation of Holdersuch Xxxxxx's intention to effect such Transfertransfer, hypothecation or assignment, describing the manner and circumstances of the proposed Transfertransfer, hypothecation or assignment, and obtain from counsel to Holder who shall be reasonably satisfactory Counsel a written opinion addressed to the Company, an opinion Corporation that the proposed Transfer transfer, hypothecation or assignment of such Warrants the Warrant or such Restricted Common Stock may be effected without registration under the Securities ActAct and applicable state securities or "blue sky" laws. After receipt of the Transfer Notice and written opinion, the Company Corporation shall, within five (5) days thereof, so notify the Holder as to whether of the Warrant or such opinion is reasonably satisfactory and, if so, Common Stock in writing and such holder Holder shall thereupon be entitled to Transfer such Warrants transfer, hypothecate or such Restricted assign the Warrant or 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)7.1.1, and the each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b)7.1.2, unless in the written opinion of such counsel Counsel addressed to the Corporation such legend is not required in order to ensure compliance with the Securities ActAct and applicable state securities or "blue sky" laws. The Holder of the Warrant or such Common Stock, as the case may be, giving the Transfer Notice shall not be entitled to Transfer such Warrants transfer the Warrant or such Restricted Common Stock until receipt of notice from the Company Corporation under this Section 9.2 that such opinion is reasonably satisfactory7.2.

Notice of Proposed Transfers. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten days' prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company of Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to 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 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 shall bear the restrictive legend set forth in Section 9.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. The Holder 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 9.2(a) that such opinion is reasonably satisfactory.

Notice of Proposed Transfers. Prior to any Transfer or ------------------------------- attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten days' , prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company of Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to 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 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 shall bear the restrictive legend set forth in Section 9.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. The Holder 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 9.2(a) that such opinion is reasonably satisfactory.

Notice of Proposed Transfers. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten days' prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company of Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to 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 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 shall bear the restrictive legend set forth in Section 9.1(a7.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b7.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. The Holder 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 7.2 that such opinion is reasonably satisfactory.

Notice of Proposed Transfers. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder holder of such Warrants or Restricted Common Stock shall give ten daysBusiness Days' prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company of Holdersuch holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to Holder 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 Business Days thereof, notify the Holder 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 shall bear the restrictive legend set forth in Section 9.1(a6.1(a), and the each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b6.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. Holder 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 6.2(a) that such opinion is reasonably satisfactory.

Notice of Proposed Transfers. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten (10) days' prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company of HolderXxxxxx's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to 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 (5) days thereof, notify the Holder as to whether such opinion is reasonably satisfactory and, if so, such holder Holder shall thereupon be entitled to Transfer such Warrants or such Restricted Common Stock, 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), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. Holder 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. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten days' prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company of Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to 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 ActAct and applicable state securities laws. After receipt of the Transfer Notice and opinion, the Company shall, within five days Business Days thereof, notify the Holder 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 shall bear the restrictive legend set forth in Section SECTION 9.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section SECTION 9.1(b), unless in the opinion of such counsel to the Company such legend is not required in order to ensure compliance with the Securities Act. The Holder 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 of counsel referred to above under this SECTION 9.2(a) is reasonably satisfactorysatisfactory to the Company.

Notice of Proposed Transfers. Prior to any Transfer or ------------------------------ attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten days' , prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company of Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to 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 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 shall bear the restrictive legend set forth in Section 9.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. The Holder 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 9.2(a) that such opinion is reasonably satisfactory.

Notice of Proposed Transfers. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder of such Common Stock shall (i) give ten (10) days' prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company of such Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain (ii) either (A) provide to the Company an opinion reasonably satisfactory to the Company from counsel to Holder who shall be reasonably satisfactory to the Company (or supply such other evidence 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, or (B) certify to the Company that the Holder reasonably believes the proposed transferee is a "qualified institutional buyer" and that such Holder has taken reasonable steps to make the proposed transferee aware that such Holder may rely on Rule 144A under the Securities Act in effecting such Transfer. After receipt of the Transfer Notice and opinionopinion (if required), the Company shall, within five (5) days thereof, so notify the Holder as to whether of such opinion is reasonably satisfactory and, if so, Common Stock and such holder Holder shall thereupon be entitled to Transfer such Warrants or such Restricted Common Stock, Stock in accordance with the terms of the Transfer Notice. Each certificate, if any, certificate evidencing such shares of Restricted Common Stock issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b)5.2.1, unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act, and Section 5.2.2, if applicable. The Holder of the Common Stock giving the Transfer Notice shall not be entitled to Transfer such Warrants or such Restricted Common Stock until receipt of the notice from the Company under this Section 9.2 that such opinion is reasonably satisfactory5.3.

Notice of Proposed Transfers. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common StockSecurity, the Holder Stockholder of such Security shall (i) give ten (10) days' ’ prior written notice (a "TRANSFER NOTICE"“Transfer Notice”) to the Company Corporation of Holder's such Stockholder’s intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain (ii) either (A) provide to the Corporation an opinion reasonably satisfactory to the Corporation from counsel to Holder who shall be reasonably satisfactory to the Company, an opinion Corporation (or supply such other evidence reasonably satisfactory to the Corporation) that the proposed Transfer of such Warrants or such Restricted Common Stock Security may be effected without registration under the Securities Act, or (B) certify to the Corporation that the Stockholder reasonably believes the proposed transferee is a “qualified institutional buyer” and that such Stockholder has taken reasonable steps to make the proposed transferee aware that such Stockholder may rely on Rule 144A under the Securities Act in effecting such Transfer. After Within five (5) days after its receipt of the Transfer Notice and opinionopinion (if required) or certification, the Company shall, within five days thereof, Corporation shall so notify the Holder as to whether Stockholder of such opinion is reasonably satisfactory and, if so, Security and such holder Stockholder shall thereupon be entitled to Transfer such Warrants or such Restricted Common Stock, Security in accordance with the terms of the Transfer Notice. Each certificate, if any, evidencing such shares of Restricted Common Stock Security issued upon such Transfer shall bear the appropriate restrictive legend set forth in Section 9.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b4.2(a), unless in the opinion of the Corporation or such counsel such legend is not required in order to ensure compliance with the Securities Act. Holder The Stockholder of the Security giving the Transfer Notice shall not be entitled to Transfer such Warrants or such Restricted Common Stock Security until receipt of the notice from the Company Corporation under this Section 9.2 that such opinion is reasonably satisfactory4.3.

Notice of Proposed Transfers. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten days' , prior written notice (a "TRANSFER NOTICE") to the Company and its counsel of Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to 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 (5) business days thereof, notify the Holder 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 shall bear the restrictive legend set forth in Section 9.1(a9.1(b), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b9.1(c), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. The Holder 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. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten days' ’ prior written notice (a "TRANSFER NOTICE"“Transfer Notice”) to the Company of Holder's ’s intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to 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 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 shall bear the restrictive legend set forth in Section 9.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. Holder 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. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock, the Holder shall give ten twenty days' prior written notice (a "TRANSFER NOTICETransfer Notice") to the Company of Holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to 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 ActAct or state securities laws. After receipt of the Transfer Notice and opinion, the Company shall, within five days thereofas promptly as practicable, notify the Holder 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 shall bear the restrictive legend set forth in Section 9.1(a), and the Warrant issued upon such Transfer shall bear the restrictive legend legends set forth in Section 9.1(b)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 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 9.2(a) that such opinion is reasonably satisfactory.