Common use of Notice of Proposed Transfers Clause in Contracts

Notice of Proposed Transfers. Unless there is an effective registration statement under the Securities Act covering a proposed transfer, Stockholder shall notify the Company of its intention to affect a transfer of any of its Common Shares. Such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except that the requirements set forth in the balance of this sentence need not be complied with where the proposed transaction complies with Rule 144 as long as the Company is furnished with evidence of compliance with such rule) by: (a) an unqualified written opinion of legal counsel which is reasonably satisfactory to the Company addressed to the Company's counsel, to the effect that the proposed transfer of the Common Shares may be effected without registration of the Securities Act; or (b) a "no action" letter from the Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto; provided, that this Section 2.2 shall not require a legal opinion or "no action letter" in connection with any transfer described in the proviso to Section 5.1 of this Agreement.

Notice of Proposed Transfers. Unless there is an effective registration statement under the Securities Act covering a proposed transfer, a Stockholder shall notify the Company of its intention to affect a transfer of any of its Common Shares. Such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except that the requirements set forth in the balance of this sentence need not be complied with where the proposed transaction complies with Rule 144 as long as the Company is furnished with evidence of compliance with such rule) by: (a) an unqualified written opinion of legal counsel which is reasonably satisfactory to the Company addressed to the Company's counsel, to the effect that the proposed transfer of the Common Shares may be effected without registration of the Securities Act; or (b) a "no action" letter from the Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto; provided, that this Section 2.2 shall not require a legal opinion or "no action letter" in connection with any sale or transfer described in to an immediate family member or to an entity controlled by or under common control with the proviso to Section 5.1 of this AgreementStockholder.

Notice of Proposed Transfers. Unless The Purchaser agrees that prior to any proposed transfer of the securities purchased hereunder, unless there is an effective in effect a registration statement under the Securities Act covering a the proposed transfer, Stockholder shall notify the Purchaser will give written notice to the Company of its such intention to affect a transfer of any of its Common Sharessuch transfer. Such notice shall will describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except that a manner satisfactory to the requirements set forth Company. Unless in the balance opinion of this sentence need not be complied with where counsel to the proposed Company the transaction complies is in compliance with Rule 144 as long as the Company is furnished with evidence of compliance with or otherwise exempt from registration, such rulerequired notice will be accompanied by either (i) by: (a) an unqualified a written opinion of legal counsel which is reasonably satisfactory addressed to the Company addressed and reasonably satisfactory in form and content to the Company's counsel, counsel to the effect that the proposed transfer of the Common Shares may be effected without registration of under the Securities Act; or , or (bii) a "no action" letter from the Securities and Exchange Commission (the "Commission") to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto; provided, or (iii) a separate certificate executed by an officer of, or other person duly authorized by, the Company to the effect that this Section 2.2 shall not require a legal opinion or "no action letter" the securities have been sold in connection accordance with any transfer described in the proviso to Section 5.1 of this AgreementSecurities Act.

Notice of Proposed Transfers. Unless there is an effective registration statement under the Securities Act covering a proposed transfer, Stockholder shall notify the Company of its intention to affect a transfer of any of its Common Shares. Such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except that the requirements set forth in the balance of this sentence need not be complied with where the proposed transaction complies with Rule 144 as long as the Company is furnished with evidence of compliance with such rule) by: (a) an unqualified written opinion of legal counsel which is reasonably satisfactory to the Company addressed to the Company's ’s counsel, to the effect that the proposed transfer of the Common Shares may be effected without registration of the Securities Act; or (b) a "“no action" ” letter from the Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto; provided, that this Section 2.2 2.1 shall not require a legal opinion or "“no action letter" ” in connection with any transfer described in the proviso to Section 5.1 of this Agreement.

Notice of Proposed Transfers. Unless there is an effective registration statement under the Securities Act covering a proposed transfer, a Stockholder shall notify the Company of its intention to affect effect a transfer of any of its Common Shares. Such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except that the requirements set forth in the balance of this sentence need not be complied with where the proposed transaction complies with Rule 144 as long as the Company is furnished with evidence of compliance with such rule) by: (a) an unqualified written opinion of legal counsel which is reasonably satisfactory to the Company addressed to the Company's ’s counsel, to the effect that the proposed transfer of the Common Shares may be effected without registration of the Securities Act; or (b) a "“no action" ” letter from the Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto; provided, that this Section 2.2 shall not require a legal opinion or "“no action letter" ” in connection with any transfer described in the proviso to Section 5.1 of this Agreement.

Notice of Proposed Transfers. Unless there is an effective registration statement under the Securities Act covering a proposed transfer, Stockholder Shareholder shall notify the Company of its intention to affect effect a transfer of any of its Common Shares. Such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except that the requirements set forth in the balance of this sentence need not be complied with where the proposed transaction complies with Rule 144 as long as the Company is furnished with evidence of compliance with such rule) by: (a) an unqualified written opinion of legal counsel which is reasonably satisfactory to the Company addressed to the Company's counsel, to the effect that the proposed transfer of the Common Shares may be effected without registration of the Securities Act; or (b) a "no action" letter from the Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto; provided, that this Section 2.2 shall not require a legal opinion or "no action letter" in connection with any transfer described in the proviso to Section 5.1 of this Agreement.

Notice of Proposed Transfers. Unless there is an effective registration statement under the Securities Act covering a proposed transfer, Stockholder a Holder shall notify the Company of its intention to affect effect a transfer of any of its Common Shares. Such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except that the requirements set forth in the balance of this sentence need not be complied with where the proposed transaction complies with Rule 144 as long as the Company is furnished with evidence of compliance with such rule) by: (a) an unqualified written opinion of legal counsel which is reasonably satisfactory to the Company addressed to the Company's counsel, to the effect that the proposed transfer of the Common Shares may be effected without registration of the Securities Act; or (b) a "“no action" ” letter from the Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto; provided, that this Section 2.2 shall not require a legal opinion or "“no action letter" ” in connection with any transfer described in the proviso provisos to Section 5.1 of this Agreement.

Notice of Proposed Transfers. Unless there is an effective registration statement under the Securities Act covering a proposed transfer, a Stockholder shall notify the Company of its intention to affect a transfer of any of its Common Shares. Such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except that the requirements set forth in the balance of this sentence need not be complied with where the proposed transaction complies with Rule 144 as long as the Company is furnished with evidence of compliance with such rule) by: (a) an unqualified written opinion of legal counsel which is reasonably satisfactory to the Company addressed to the Company's counsel, to the effect that the proposed transfer of the Common Shares may be effected without registration of the Securities Act; or (b) a "no action" letter from the Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto; provided, that this Section 2.2 shall not require a legal opinion or "no action letter" in connection with any transfer described in the proviso to Section 5.1 of this Agreement.

Notice of Proposed Transfers. Unless there is an effective registration statement under the Securities Act covering a proposed transfer, Stockholder Shareholder shall notify the Company Atria of its his intention to affect effect a transfer of any of its his Common Shares. Such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied (except that the requirements set forth in the balance of this sentence need not be complied with where the proposed transaction complies with Rule 144 as long as the Company Atria is furnished with evidence of compliance with such rule) bybe either: (aA) an unqualified written opinion of legal counsel which is reasonably satisfactory to the Company Atria addressed to the CompanyAtria's counsel, to the effect that the proposed transfer of the Common Shares may be effected without registration of the Securities Act; or; (bB) a "no action" letter from the Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto; provided, or (C) such other showing that this Section 2.2 shall not require a may be reasonably satisfactory to legal opinion or "no action letter" in connection with any transfer described in the proviso counsel to Section 5.1 of this AgreementAtria.