Common use of Requirements for Transfer Clause in Contracts

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or a transfer by a Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 to the same extent as if it were the original Purchaser hereunder, or (ii) a transfer made in accordance with Rule 144 under the Act.

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which to an affiliate (as such term is a corporation to a wholly owned subsidiary defined in the Securities Act) of such corporationPurchaser, (ii) a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or (iii) a transfer by a Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; , provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 5 to the same extent as if it were the original Purchaser hereunder, or (iiiv) a transfer made in accordance with Rule 144 under the Securities Act.

Requirements for Transfer. (ai) Restricted The Shares and the Registrable Shares shall not be sold sold, assigned, transferred, pledged or transferred otherwise disposed of unless either (iA) they first shall have been registered under the Securities Act, or (iiB) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act, and any transferee thereof has agreed in writing for the benefit of the Company to take and hold such Shares and/or Registrable Shares, as applicable, subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.11. (bii) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which is a corporation to a wholly owned subsidiary an Affiliated Party of such corporationPurchaser, (ii) a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or (iii) a transfer by a Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 2.11 to the same extent as if it were the an original Purchaser hereunder, or (iiiv) a transfer made in accordance with Rule 144 under the Securities Act.

Requirements for Transfer. (a) i. Restricted Shares Securities shall not be sold or transferred unless either (ia) they first shall have been registered under the Securities Act, or (iib) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) ii. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (ia) a transfer by a Purchaser which that is a corporation to a wholly owned subsidiary Wholly-Owned Subsidiary of such corporation, a transfer by a Purchaser which that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or a transfer by a Purchaser which that is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees of the foregoing cases shall first agree in writing to be subject to the terms and conditions of this Section 7 SECTION 4A to the same extent as if it were the original Purchaser hereunder, or (ii) a b)a transfer made in accordance with Rule 144 under the Securities Act.

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which to an Affiliated Party (as such term is a corporation to a wholly owned subsidiary defined below) of such corporationPurchaser, (ii) a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or (iii) a transfer by a Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 6 to the same extent as if it were the original Purchaser hereunder, or (iiiv) a transfer made in accordance with Rule 144 under the Securities Act. For purposes of this Agreement "Affiliated Party" shall mean, with respect to any Purchaser, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Purchaser, including, without limitation, any general partner, officer or director of such Purchaser and any venture capital fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Purchaser.

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company Parent first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the CompanyParent, to the effect that such sale or transfer is exempt from the registration requirements of the ActSecurities Act . (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by the Seller to its stockholders, a transfer by a Purchaser holder to an affiliate, spouse or child or by a holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Purchaser holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or a transfer by a Purchaser holder which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 8 to the same extent as if it were the original Purchaser holder hereunder, or (ii) a transfer made in accordance with Rule 144 under the Act.

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or a transfer by a Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 8 to the same extent as if it were the original Purchaser hereunder, or (ii) a transfer made in accordance with Rule 144 under the Securities Act.

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, Securities Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, counsel or other written evidence reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or a transfer by a Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 8 to the same extent as if it were the original Purchaser hereunder, hereunder or (ii) a transfer made in accordance with Rule 144 under the Securities Act.

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which to an Affiliated Party (as such term is a corporation to a wholly owned subsidiary defined below) of such corporationPurchaser, (ii) a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or (iii) a transfer by a Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 6 to the same extent as if it were the original Purchaser hereunder, or (iiiv) a transfer made in accordance with Rule 144 under the Securities Act. For purposes of this Agreement “Affiliated Party” shall mean, with respect to any Purchaser, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Purchaser, including, without limitation, any general partner, officer or director of such Purchaser and any venture capital fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Purchaser.

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a the Purchaser which to an Affiliated Party (as such term is a corporation to a wholly owned subsidiary defined below) of such corporationPurchaser, (ii) a transfer by a the Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or (iii) a transfer by a the Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 5 to the same extent as if it were the original Purchaser hereunder, or (iiiv) a transfer made in accordance with Rule 144 under the Securities Act. For purposes of this Agreement "Affiliated Party" shall mean, with respect to the Purchaser, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Purchaser, including, without limitation, any general partner, officer or director of such Purchaser and any venture capital fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Purchaser.

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or a transfer by a Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 to the same extent as if it were the original Purchaser hereunder, or (ii) a transfer made in accordance with Rule 144 under the Act.

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which is a corporation to a wholly owned subsidiary of such corporationcorporation or to its stockholders as a dividend, a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, to an affiliate of such partnership or to the estate of any such partner or retired partner, or a transfer by a Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 9 to the same extent as if it were the original Purchaser hereunder, or (ii) a transfer made in accordance with Rule 144 under the Securities Act.

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a the Purchaser which to an Affiliated Party (as such term is a corporation to a wholly owned subsidiary of defined below) or such corporationPurchaser, (ii) a transfer by a the Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or (iii) a transfer by a the Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 5 to the same extent as if it were the original Purchaser hereunder, or (iiiv) a transfer made in accordance with Rule 144 under the Securities Act.. For purposes of this Agreement “Affiliated Party” shall mean, with respect to the Purchaser, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Purchaser, including, without limitation, any general partner, officer or director of such Purchaser

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or a transfer by a Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 8 to the same extent as if it were the original Purchaser hereunder, (ii) inter-fund transfers (such as transfers to affiliates of the Purchasers), or (iiiii) a transfer made in accordance with Rule 144 under the Securities Act.

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (iI) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or a transfer by a Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) retired member or a retired membertransfer by a Purchaser to an Affiliate; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 9 to the same extent as if it were the original Purchaser hereunder, or (ii) a transfer made in accordance with Rule 144 under the Securities Act.

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or a transfer by a Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 8 to the same extent as if it were the original Purchaser Purchasers hereunder, or (ii) a transfer made in accordance with Rule 144 under the Securities Act.

Requirements for Transfer. (ai) Restricted Shares shall not be sold or transferred unless either (iA) they first shall have been registered under the Securities Act, or (iiB) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (bii) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which to an Affiliated Party (as such term is a corporation to a wholly owned subsidiary defined below) of such corporationthe Purchaser, (ii) a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or (iii) a transfer by a Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 2 to the same extent as if it were the original Purchaser hereunder, or (iiiv) a transfer made in accordance with Rule 144 under the Securities Act. For purposes of this Agreement "Affiliated Party" shall mean, with respect to any Purchaser, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Purchaser, including, without limitation, any general partner, officer or director of such Purchaser and any venture capital fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Purchaser.

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or a transfer by a Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 8 to the same extent as if it were the original Purchaser hereunder, (ii) a transfer between JP and SW or (iiiii) a transfer made in accordance with Rule 144 under the Securities Act.

Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a the Purchaser which to an Affiliated Party (as such term is a corporation to a wholly owned subsidiary defined below) of such corporationPurchaser, (ii) a transfer by a the Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or (iii) a transfer by a the Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 5 to the same extent as if it were the original Purchaser hereunder, or (iiiv) a transfer made in accordance with Rule 144 under the Securities Act. For purposes of this Agreement “Affiliated Party” shall mean, with respect to the Purchaser, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Purchaser, including, without limitation, any general partner, officer or director of such Purchaser and any venture capital fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Purchaser.

Requirements for Transfer. (a) Restricted Registrable Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Purchaser which is a corporation to a wholly owned subsidiary an Affiliated Party of such corporationPurchaser, (ii) a transfer by a Purchaser which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or (iii) a transfer by a Purchaser which is a limited liability company to (a) a member or officer of such limited liability company, (b) company or a retired member who resigns after the date hereof or to the estate of any such member or (c) a retired member; provided that the transferee in each case agrees in writing to be subject to the terms of this Section 7 2 to the same extent as if it were the original Purchaser hereunder, or (iiiv) a transfer made in accordance with Rule 144 under the Securities Act.