Common use of Notice of the Proposed Transfer; Opinion of Counsel Clause in Contracts

Notice of the Proposed Transfer; Opinion of Counsel. The Purchaser of each share certificate bearing the restrictive legend set forth in Section 10.1 above ("Restricted Security") agrees that prior to any transfer or attempted transfer of such Restricted Security to give to the Company (a) written notice describing the manner or circumstances of such transfer or proposed transfer, and (b) an opinion of counsel, which is knowledgeable in securities law matters, in form and substance reasonably satisfactory to the Company, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act. If the holder of the Restricted Security delivers to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act, the Company will after such contemplated transfer deliver new Securities for such Restricted Security which do not bear the Securities Act legend set forth in Section 10.1 above. Except to the extent required by the Company's transfer agent, the requirements for an opinion of counsel imposed by this Section 10.2 upon the transferability of any particular Restricted Security shall not apply (i) when such Restricted Security is sold pursuant to an effective registration statement under the Securities Act, (ii) when such Restricted Security is transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act or (iii) when such Restricted Security is transferred pursuant to Regulation S promulgated under the Securities Act. The restrictions imposed by this Section 10 shall cease and terminate upon the date which is two (2) years after the later of (A) the original issue date of the Restricted Security and (B) the last date on which the Company or any Affiliate of the Company was the owner of the Restricted Security (or any predecessor Restricted Security). As used in this Section 10.2, the term "transfer" encompasses any sale, transfer or other disposition of any Securities referred to herein.

Notice of the Proposed Transfer; Opinion of Counsel. The Purchaser of each share certificate bearing the restrictive legend set forth in Section 10.1 12.1 above ("Restricted SecurityRESTRICTED SECURITY") agrees that prior to any transfer or attempted transfer of such Restricted Security to give to the Company (a) written notice describing the manner or circumstances of such transfer or proposed transfer, and (b) an opinion of counsel, which is knowledgeable in securities law matters, in form and substance reasonably satisfactory to the Company, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act. If the holder of the Restricted Security delivers to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act, the Company will after such contemplated transfer deliver new Securities for such Restricted Security which do not bear the Securities Act legend set forth in Section 10.1 12.1 above. Except to the extent required by the Company's transfer agent, the requirements for an opinion of counsel imposed by this Section 10.2 12.2 upon the transferability of any particular Restricted Security shall not apply (i) when such Restricted Security is sold pursuant to an effective registration statement Registration Statement under the Securities Act, (ii) when such Restricted Security is transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act or (iii) when such Restricted Security is transferred pursuant to Regulation S promulgated under the Securities Act. The restrictions imposed by this Section 10 12 shall cease and terminate upon the date which is two (2) years after the later of (A) the original issue date of the Restricted Security and (B) the last date on which the Company or any Affiliate of the Company was the owner of the Restricted Security (or any predecessor Restricted Security). As used in this Section 10.212.2, the term "transfer" encompasses any sale, transfer or other disposition of any Securities referred to herein.

Notice of the Proposed Transfer; Opinion of Counsel. The Each Purchaser of each share certificate Security bearing the restrictive legend set forth in Section 10.1 9.1 above ("Restricted Security") agrees that prior to any transfer or attempted transfer of such Restricted Security to give to the Company (a) written notice describing the manner or circumstances of such transfer or proposed transfer, and (b) an opinion of counsel, which is knowledgeable in securities law matters, in form and substance reasonably satisfactory to the Company, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act. If the holder of the Restricted Security delivers to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act, the Company will after such contemplated transfer deliver new Securities for such Restricted Security which do not bear the Securities Act legend set forth in Section 10.1 9.1 above. Except to the extent required by the Company's transfer agent, the requirements for an opinion of counsel The restrictions imposed by this Section 10.2 9 upon the transferability of any particular Restricted Security shall not apply cease and terminate (i) when such Restricted Security is has been sold pursuant to an effective registration statement under the Securities Act, (ii) when such Restricted Security is has been transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act Act, or (iii) when such Restricted Security is transferred pursuant to Regulation S promulgated under the Securities Act. The restrictions imposed by this Section 10 shall cease and terminate upon the date which is two (2) years after the later of (A) the original issue date of the Restricted Security and (B) the last date on which the Company or any Affiliate of the Company was the owner of the Restricted Security (or any predecessor Restricted Security). As used in this Section 10.29.2, the term "transfer" '' encompasses any sale, transfer or other disposition of any Securities referred to herein.

Notice of the Proposed Transfer; Opinion of Counsel. The Each Purchaser of each share certificate Security bearing the restrictive legend set forth in Section 10.1 9.1 above ("Restricted Security") agrees that prior to any transfer or attempted transfer of such Restricted Security to give to the Company (a) written notice describing the manner or circumstances of such transfer or proposed transfer, and (b) an opinion of counsel, which is knowledgeable in securities law matters, in form and substance reasonably satisfactory to the Company, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act. If the holder of the Restricted Security delivers to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act, the Company will after such contemplated transfer deliver new Securities for such Restricted Security which do not bear the Securities Act legend set forth in Section 10.1 9.1 above. Except to the extent required by the Company's transfer agent, the requirements for an opinion of counsel The restrictions imposed by this Section 10.2 9 upon the transferability of any particular Restricted Security shall not apply cease and terminate (i) when such Restricted Security is has been sold pursuant to an effective registration statement under the Securities Act, (ii) when such Restricted Security is has been transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act Act, or (iii) when such Restricted Security is transferred pursuant to Regulation S promulgated under the Securities Act. The restrictions imposed by this Section 10 shall cease and terminate upon the date which is two (2) years after the later of (A) the original issue date of the Restricted Security and (B) the last date on which the Company or any Affiliate of the Company was the owner of the Restricted Security (or any predecessor Restricted Security). As used in this Section 10.29.2, the term "transfer" encompasses any sale, transfer or other disposition of any Securities referred to herein. 100 Miscellaneous.

Notice of the Proposed Transfer; Opinion of Counsel. The Each Purchaser of each share certificate Note bearing the restrictive legend set forth in Section 10.1 above ("Restricted Security") agrees that prior to any transfer or attempted transfer of such Restricted Security to give to the Company (a) written notice describing the manner or circumstances of such transfer or proposed transfer, and (b) an opinion of counsel, which is knowledgeable in securities law matters, in form and substance reasonably satisfactory to the Company, to the effect that the proposed transfer of such Restricted Security may be effected without registration of such Restricted Security under the Securities Act. If the holder of the Restricted Security delivers to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company that subsequent transfers of such Restricted Security will not require registration under the Securities Act, the Company will after such contemplated transfer deliver new Securities for such Restricted Security which do not bear the Securities Act legend set forth in Section 10.1 above. Except to the extent required by the Company's transfer agent, the requirements for an opinion of counsel The restrictions imposed by this Section 10.2 10 upon the transferability of any particular Restricted Security shall not apply cease and terminate (i) when such Restricted Security is has been sold pursuant to an effective registration statement under the Securities Act, (ii) when such Restricted Security is has been transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act Act, or (iii) when such Restricted Security is transferred pursuant to Regulation S promulgated under the Securities Act. The restrictions imposed by this Section 10 shall cease and terminate upon the date which is two (2) years after the later of (A) the original issue date of the Restricted Security and (B) the last date on which the Company or any Affiliate of the Company was the owner of the Restricted Security (or any predecessor Restricted Security). As used in this Section 10.2, the term "transfer" encompasses any sale, transfer or other disposition of any Securities referred to herein.