Other Transfer Conditions. (a) No transfer of Shares to any third party (including a transfer permitted by the second sentence of Section 7.10(b)) shall be permitted or registered in Britannia's shareholder register unless and until any such third party has delivered to Britannia a Deed of Adherence in the form attached as Exhibit I hereto.
Other Transfer Conditions. Any holder of a Security may make a Transfer to any Person provided (i) such Transfer is made only in accordance with the provisions of Regulation S under the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration and otherwise in compliance with applicable federal, state and foreign securities laws, (ii) such holder of a Security has provided the Company with such information as to such Purchaser's compliance with applicable securities laws as reasonably may be requested by the Company, including an opinion of counsel if reasonably requested by the Company (provided that no opinion of counsel shall be required if the Transfer complies with Rule 144 of the Act), (iii) such Transfer is in compliance with Section 7.1 above, and (iv) such proposed Transferee is not a direct competitor of the Company. The Company shall cooperate with any such Transfer including providing such information to any holder of a Security or such holder's proposed Transferee as, in the reasonable opinion of counsel to the transferor, may be necessary to satisfy the requirements of Rule 144A of the Securities Act in connection with any Transfer to a `Qualified Institutional Buyer' under such rule. Upon any transfer, the Transferee shall, to the extent of such Transfer, be entitled to exercise the rights of the Purchaser making such Transfer and shall thereafter be deemed a "Purchaser" under this Agreement.
