Common use of Notice of Proposed Clause in Contracts

Notice of Proposed. Transfer Prior to any proposed transfer of any of the DBSI Common Stock (other than under circumstances described in Section 4.4 hereof), the Holder (as such term is hereinafter defined) thereof shall give written notice to the Company of such Holder's intention to effect such transfer. "Holder" shall mean the Purchaser and/or any individual, corporation, association, partnership, group, joint venture, business trust, unincorporated organization, or governmental agency or authority or political subdivision thereof, who (a) is (i) an affiliate of the Purchaser or (ii) is not an affiliate of the Purchaser but the transfer to whom is consented in writing by the Company, (b) who is a transferee and holder of record of DBSI Common Stock and (c) who agrees to be bound by the terms of this Purchase Agreement. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail. Upon reasonable request by the Company, the Holder shall deliver a written opinion (the "Opinion") of legal counsel, addressed to the Company and reasonably satisfactory in form and substance to the Company and the Company's counsel, to the effect that the proposed transfer of the DBSI Common Stock may be effected without registration under the Securities Act. The Holder of such DBSI Common Stock shall be entitled to transfer such DBSI Common Stock, subject to the restrictions contained in this Purchase Agreement, in accordance with the terms of the notice delivered by the holder to the Company.