Common use of Notice of Proposed Transfers Clause in Contracts

Notice of Proposed Transfers. The holder of each certificate representing Securities (as defined in Section 2.1 below) by acceptance thereof, agrees to comply in all respects with the provisions of this Section 1.2. Prior to any proposed sale, assignment, transfer or pledge of any Securities, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “1933 Act”), covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied at such holder’s expense by 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 transfer of the Securities may be effected without registration under the 1933 Act; provided, however, that no such written opinion of legal counsel shall be required in connection with transfers of Securities by any Preferred Holder to any current or former manager, member, limited partner, general partner, stockholder or officer of such Preferred Holder. Each certificate evidencing the Securities transferred as set forth above shall bear, except if such transfer is made pursuant to Rule 144 under the 1933 Act (“Rule 144”), the appropriate restrictive legend set forth in Section 1.1 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and the Company such legend is not required to establish compliance with any provisions of the 1933 Act. Notwithstanding anything herein to the contrary, the Company shall not require the opinions of counsel for transfers made pursuant to Rule 144 unless, if after consultation with the Preferred Holder, the Company has a reasonable basis for believing that such transfer may not be made pursuant to Rule 144.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities (as defined in Section 2.1 below) by acceptance thereof, thereof agrees to comply in all respects with the provisions of this Section 1.22.3. Prior to any proposed sale, assignment, transfer or pledge of any SecuritiesRestricted Securities (other than a transfer not involving a change in beneficial ownership), and, in the case of Unregistered Shares, for a period of two years after the Closing Date, unless in either case there is in effect a registration statement under the Securities Act of 1933, as amended (the “1933 Act”), covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder’s 's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied accompanied, at such holder’s 's expense by a written opinion evidence of legal counsel who shallsatisfaction of Section 2.1 hereof, and whose legal opinion shalland, as applicable such documentation or opinions as necessary under Section 2.1, whereupon the holder of such Restricted Securities shall be reasonably satisfactory entitled to transfer such Restricted Securities in accordance with the Company addressed terms of the notice delivered by the holder to the Company, to the effect that the proposed transfer of the Securities may be effected without registration under the 1933 Act; provided, however, that no such written opinion of legal counsel shall be required in connection with transfers of Securities by any Preferred Holder to any current or former manager, member, limited partner, general partner, stockholder or officer of such Preferred Holder. Each certificate evidencing the Restricted Securities transferred as set forth above provided shall bear, except if such transfer is made pursuant to Rule 144 under the 1933 Act (“Rule 144”), the appropriate restrictive legend set forth in Section 1.1 2.2 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and the Company such legend is not required in order to establish compliance with any provisions provision of the 1933 Securities Act. Notwithstanding anything herein to the contrary, the Company shall not require the opinions of counsel for transfers made pursuant to Rule 144 unless, if after consultation with the Preferred Holder, the Company has a reasonable basis for believing that such transfer may not be made pursuant to Rule 144.

Notice of Proposed Transfers. The holder of each certificate ---------------------------- representing Restricted Securities (as defined in Section 2.1 below) by acceptance thereof, thereof agrees to comply in all respects with the provisions of this Section 1.28.4. Prior to any proposed sale, assignment, transfer or pledge of any Securities, unless there is Restricted Securities (other than under circumstances described in effect a registration statement under the Securities Act of 1933, as amended (the “1933 Act”Sections 8.5 and 8.6), covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder’s 's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and shall be accompanied at such holder’s expense (except in transactions in compliance with Rule 144) by either (i) a written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ or ▇▇▇▇, Forward, ▇▇▇▇▇▇▇▇ & Scripps or other legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Company Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the 1933 Securities Act; provided, howeveror (ii) 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, that no where-upon the holder of such written opinion of legal counsel Restricted Securities shall be required entitled to transfer such Restricted Securities in connection accordance with transfers the terms of Securities the notice delivered by any Preferred Holder the holder to any current or former manager, member, limited partner, general partner, stockholder or officer of such Preferred Holderthe Company. Each certificate evidencing the Restricted Securities transferred as set forth above provided shall bear, except if such transfer is made pursuant to Rule 144 under the 1933 Act (“Rule 144”), bear the appropriate restrictive legend set forth in Section 1.1 8.3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and or "no-action" letter referred to above is to the Company further effect that such legend is not required in order to establish compliance with any provisions of the 1933 Securities Act. Notwithstanding anything herein to the contrary, the Company shall not require the opinions of counsel for transfers made pursuant to Rule 144 unless, if after consultation with the Preferred Holder, the Company has a reasonable basis for believing that such transfer may not be made pursuant to Rule 144.

Notice of Proposed Transfers. The holder Holder of each certificate representing Restricted Securities (as defined in Section 2.1 below) by acceptance thereof, thereof agrees to comply in all respects with the provisions of this Section 1.27(c). Prior Subject to Section 7(a) above, prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “1933 Act”), covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holderHolder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied accomplished at such holderHolder’s expense by a an unqualified written opinion of legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the 1933 Securities Act; provided, however, that no whereupon the Holder of such written opinion of legal counsel Restricted Securities shall be required entitled to transfer such Restricted Securities in connection accordance with transfers the terms of Securities the notice delivered by any Preferred Holder the holder to any current or former manager, member, limited partner, general partner, stockholder or officer of such Preferred Holderthe Company. Each certificate evidencing the Restricted Securities transferred as set forth above provided shall bear, except if such transfer is made pursuant to Rule 144 under the 1933 Act (“Rule 144”), the appropriate restrictive legend set forth in Section 1.1 7(b) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and the Company such legend is not required in order to establish compliance with any provisions of the 1933 Securities Act. Notwithstanding anything herein to the contrary, the Company shall not require the opinions of counsel for transfers made pursuant to Rule 144 unless, if after consultation with the Preferred Holder, the Company has a reasonable basis for believing that such transfer may not be made pursuant to Rule 144.

Notice of Proposed Transfers. The holder Holder, by acceptance of each certificate representing Securities (as defined in Section 2.1 below) by acceptance thereofRestricted Securities, agrees to comply in all respects with the provisions of this Section 1.24. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is is, in effect effect, a registration statement under the Securities Act of 1933, as amended (the “1933 Act”), covering the proposed transfer, the holder thereof Holder shall give written notice to the Company of such holder’s Holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and shall shall, if the Company so requests, be accompanied at such holder’s expense (except in transactions in compliance with Rule 144 promulgated by the Commission under the Securities Act) by a written opinion of legal counsel counsel, who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Company Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the 1933 Securities Act; provided, however, that no such written opinion of legal counsel whereupon Holder shall be required entitled to transfer such Restricted Securities in connection accordance with transfers the terms of Securities the notice delivered by any Preferred Holder to any current or former manager, member, limited partner, general partner, stockholder or officer of such Preferred Holderthe Company. Each certificate evidencing the Securities Restricted Securities, transferred as set forth above in accordance with this Section 4, shall bear, except if such transfer is made pursuant to Rule 144 under the 1933 Act (“Rule 144”), bear the appropriate restrictive legend set forth in Section 1.1 3 above, except that such certificate shall not bear such restrictive legend if if, in the opinion of counsel for such holder and the Company Company, such legend is not required in order to establish compliance with any provisions of the 1933 Securities Act. Notwithstanding anything herein to the contrary, the Company shall not require the opinions of counsel for transfers made pursuant to Rule 144 unless, if after consultation with the Preferred Holder, the Company has a reasonable basis for believing that such transfer may not be made pursuant to Rule 144.

Notice of Proposed Transfers. The holder Holder of each certificate representing Restricted Securities (as defined in Section 2.1 below) by acceptance thereof, thereof agrees to comply in all respects with the provisions of this Section 1.24. Prior to any proposed sale, assignment, transfer or pledge of any SecuritiesRestricted Securities (other than (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Restricted Securities by a Purchaser to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, (iii) a transfer to an affiliated fund or partnership, (iv) transfers in compliance with Rule 144, so long as the Company is furnished with satisfactory evidence of compliance with such Rule), unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “1933 Act”), covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holder’s Holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and shall shall, if the Company so requests, be accompanied at such holder’s expense (except in transactions in compliance with Rule 144) by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Company Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the 1933 Securities Act; provided, howeveror (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, that no whereupon the holder of such written opinion of legal counsel Restricted Securities shall be required entitled to transfer such Restricted Securities in connection accordance with transfers the terms of Securities the notice delivered by any Preferred Holder the holder to any current or former manager, member, limited partner, general partner, stockholder or officer of such Preferred Holderthe Company. Each certificate evidencing the Restricted Securities transferred as set forth above provided shall bear, except if such transfer is made pursuant to Rule 144 under the 1933 Act (“Rule 144”), bear the appropriate restrictive legend set forth in Section 1.1 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and the Company such legend is not required in order to establish compliance with any provisions of the 1933 Securities Act. Notwithstanding anything herein to the contrary, the Company shall not require the opinions of counsel for transfers made pursuant to Rule 144 unless, if after consultation with the Preferred Holder, the Company has a reasonable basis for believing that such transfer may not be made pursuant to Rule 144.

Notice of Proposed Transfers. The holder of each certificate representing Restricted Securities (as defined in Section 2.1 below) by acceptance thereof, thereof agrees to comply in all respects with the provisions of this Section 1.22.3. Prior to any proposed sale, assignment, transfer or pledge of any SecuritiesRestricted Securities (other than (i) a transfer not involving a change in beneficial ownership, (ii) in transactions involving the distribution without consideration of Restricted Securities by the holder to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, or (iii) in transactions in compliance with Rule 144), unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “1933 Act”), covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder’s 's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail. Such transfer, and shall sale, assignment or pledge must be accompanied at such holder’s expense approved by a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company addressed as being in compliance with applicable securities laws, such approval not to the Company, to the effect that the proposed transfer of the Securities may be effected without registration under the 1933 Act; provided, however, that no such written opinion of legal counsel shall be required in connection with transfers of Securities by any Preferred Holder to any current or former manager, member, limited partner, general partner, stockholder or officer of such Preferred Holderunreasonably withheld. Each certificate evidencing the Restricted Securities transferred as set forth above provided shall bear, except if such transfer is made pursuant to Rule 144 under the 1933 Act (“Rule 144”), the appropriate restrictive legend set forth in Section 1.1 2.2 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and the Company such legend is not required in order to establish compliance with any provisions provision of the 1933 Securities Act. Notwithstanding anything herein to the contrary, the Company shall not require the opinions of counsel for transfers made pursuant to Rule 144 unless, if after consultation with the Preferred Holder, the Company has a reasonable basis for believing that such transfer may not be made pursuant to Rule 144.

Notice of Proposed Transfers. The holder Holder of each certificate representing Restricted Securities (as defined in Section 2.1 below) by acceptance thereof, thereof agrees to comply in all respects with the provisions of this Section 1.24. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “1933 Act”), covering the proposed transfer, the holder Holder thereof shall give written notice to the Company of such holder’s Holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and shall shall, if the Company so requests, be accompanied at such holder’s expense (except in transactions in compliance with Rule 144) by a written opinion of legal counsel who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Company Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the 1933 Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company; provided, however, that no such written opinion need be obtained with respect to a transfer to an "affiliate" of legal counsel shall be required a Holder of Restricted Securities (as that term is defined in connection with transfers of Rule 405 promulgated by the Commission under the Securities by any Preferred Holder to any current or former manager, member, limited partner, general partner, stockholder or officer of such Preferred HolderAct). Each certificate evidencing the Restricted Securities transferred as set forth above provided shall bear, except if such transfer is made pursuant to Rule 144 under the 1933 Act (“Rule 144”), bear the appropriate restrictive legend set forth in Section 1.1 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and the Company such legend is not required in order to establish compliance with any provisions of the 1933 Securities Act. Notwithstanding anything herein to the contrary, the Company shall not require the opinions of counsel for transfers made pursuant to Rule 144 unless, if after consultation with the Preferred Holder, the Company has a reasonable basis for believing that such transfer may not be made pursuant to Rule 144.

Notice of Proposed Transfers. The holder of each certificate ---------------------------- representing Restricted Securities (as defined in Section 2.1 below) by acceptance thereof, thereof agrees to comply in all respects with the provisions of this Section 1.24. Prior to any proposed sale, assignment, transfer or pledge of any SecuritiesRestricted Securities (other than under circumstances described in Sections 5, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “1933 Act”6 and 8 hereof), covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder’s 's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge transfer in sufficient detail, and shall be accompanied at such (except in transactions in compliance with Rule 144 promulgated under the Securities Act or for a transfer to a holder’s expense 's spouse, ancestors, descendants or a trust for any of their benefit, or in transactions involving the distribution without consideration of Restricted Securities by a holder to any of its partners or retired partners or to the estate of any of its partners or retired partners) by either (i) a written opinion of legal counsel to the holder who shall, and whose legal opinion shall, shall be reasonably satisfactory to the Company Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the 1933 Act; providedSecurities Act or (ii) 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, however, that no whereupon the holder of such written opinion of legal counsel Restricted Securities shall be required entitled to transfer such Restricted Securities in connection accordance with transfers the terms of Securities the notice delivered by any Preferred Holder such holder to any current or former manager, member, limited partner, general partner, stockholder or officer of such Preferred Holderthe Company. Each certificate evidencing the Restricted Securities transferred as set forth above provided shall bear, except if such transfer is made pursuant to Rule 144 under bear the 1933 Act (“Rule 144”), the appropriate restrictive legend set forth in Section 1.1 3 above, except that such certificate shall not bear such restrictive legend after the date of the Company's initial public offering under the Securities Act if in the opinion of counsel for such holder and the Company or "no-action" letter referred to above expressly indicates that such legend is not required in order to establish compliance with any provisions of the 1933 Act. Notwithstanding anything herein to the contrary, the Company shall not require the opinions of counsel for transfers made Securities Act or if such legend is no longer required pursuant to Rule 144 unless, if after consultation with the Preferred Holder, the Company has a reasonable basis for believing that such transfer may not be made pursuant to Rule 144144(k).