Common use of Sale Without Registration Clause in Contracts

Sale Without Registration. The holder of each certificate representing securities of the Company required to bear the legend in substantially the form set forth in Section 6.14 of the Purchase Agreement (or any similar legend) by acceptance thereof agrees to comply in all respects with the provisions of this Section 1.6. Prior to any proposed transfer of any Registrable Securities which shall not be registered under the Securities Act, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, accompanied by: (a) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) except for transfers proposed to be made in accordance with SEC Rule 144 (as in effect at the date hereof and as amended from time to time thereafter) or to any constituent partner of any Miro, at the expense of the Holder or transferee, an unqualified written opinion of legal counsel, satisfactory in form and substance to the Company, to the effect that such transfer may be made without registration under the Securities Act; provided that nothing contained in this Section 1.6 shall relieve the Company from complying with any request for registration, qualification or compliance made pursuant to the other provisions of this Section 1.

Sale Without Registration. The holder Holder of each a certificate representing securities of the Company ------------------------- Registrable Securities required to bear the legend in substantially the form set forth in Section 6.14 12 of the Purchase Acquisition Agreement (or any similar legend) by acceptance thereof agrees to comply in all respects with the provisions of this Section 1.62.7. Prior to any proposed transfer of any Registrable Securities which shall not be registered under the Securities Act, the holder thereof shall give written notice to the Company Pinnacle of such holder's intention to effect such transfer, accompanied by: (a) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) except for transfers proposed to be made in accordance with SEC Rule 144 (as in effect at the date hereof and as amended from time to time thereafter) or to any constituent partner of any Miroof the Shareholders, at the expense of the Holder or transferee, an unqualified written opinion of legal counsel, satisfactory in form and substance to the CompanyPinnacle, to the effect that such transfer may be made without registration under the Securities Act; provided that nothing contained in this Section 1.6 2.7 shall relieve the Company Pinnacle from complying with any request for registration, qualification or compliance made pursuant to the other provisions of this Section 12.

Sale Without Registration. The holder Holder of each a certificate representing securities of the Company Registrable Securities required to bear the legend in substantially the form set forth in Section 6.14 5.2 of the Purchase Acquisition Agreement (or any similar legend) by acceptance thereof agrees to comply in all respects with the provisions of this Section 1.62.8. Prior to any proposed transfer of any Registrable Securities which shall not be registered under the Securities Act, the holder thereof shall give written notice to the Company Pinnacle of such holder's intention to effect such transfer, accompanied by: (a) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) except for transfers proposed to be made in accordance with SEC Rule 144 (as in effect at the date hereof and as amended from time to time thereafter) or to any constituent partner of any Miroof the Shareholders, at the expense of the Holder or transferee, an unqualified written opinion of legal counsel, satisfactory in form and substance to the CompanyPinnacle, to the effect that such transfer may be made without registration under the Securities Act; provided that nothing contained in this Section 1.6 2.8 shall relieve the Company Pinnacle from complying with any request for registration, qualification or compliance made pursuant to the other provisions of this Section 12.

Sale Without Registration. The holder of each certificate ------------------------- representing securities of the Company Parent required to bear the legend in substantially the form set forth in Section 6.14 of the Purchase Reorganization Agreement (or any similar legend) by acceptance thereof agrees to comply in all respects with the provisions of this Section 1.61.9. Prior to any proposed transfer of any Registrable Securities which shall not be registered under the Securities Act, the holder thereof shall give written notice to the Company Parent of such holder's intention to effect such transfer, accompanied by: (a) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) except for transfers proposed to be made in accordance with SEC Rule 144 (as in effect at the date hereof and as amended from time to time thereafter) or to any constituent partner of any MiroHolder, at the expense of the Holder or transferee, an unqualified written opinion of legal counsel, satisfactory in form and substance to the CompanyParent, to the effect that such transfer may be made without registration under the Securities Act; provided that nothing contained in this Section 1.6 1.7 shall relieve the Company Parent from complying with any request for registration, qualification or compliance made pursuant to the other provisions of this Section 1.

Sale Without Registration. The holder Holders agree to comply in all respects with the provisions of this Section 7 so long as each certificate representing securities of the Company Shares is required to bear the legend in substantially the form set forth in Section 6.14 of the Stock Purchase Agreement among the Holders and the Company (or any similar legend) by acceptance thereof agrees to comply in all respects with the provisions of this Section 1.6). Prior to any proposed transfer of any Registrable Securities by the Holders which shall not be registered under the Securities Act, the holder thereof Holders shall give written notice to the Company of such holder's its intention to effect such transfer, accompanied by: (a) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) except for transfers proposed to be made in accordance with SEC Rule 144 (as in effect at the date hereof and as amended from time to time thereafter) or to any constituent partner of any Miro, at the expense of the such Holder or such Holder's transferee, an unqualified written opinion of legal counsel, satisfactory in form and substance to the Company, to the effect that such transfer may be made without registration under the Securities Act; provided that nothing contained in this Section 1.6 7 shall relieve the Company from complying with any request for registration, qualification or compliance made its obligations pursuant to the other provisions Section 2 of this Section 1Agreement.

Sale Without Registration. The holder of each certificate representing securities of If at the Company required to bear the legend in substantially the form set forth in Section 6.14 of the Purchase Agreement (or any similar legend) by acceptance thereof agrees to comply in all respects with the provisions of this Section 1.6. Prior to any proposed transfer time of any transfer (other than a transfer not involving a change in beneficial ownership) of any Preferred Shares or Registrable Securities, such Preferred Shares or Registrable Securities which shall not be registered under the Securities Act, the holder thereof shall give written notice Company may require, as a condition of allowing such transfer, that the Holder or transferee furnish to the Company of such holder's intention to effect such transfer, accompanied by: (a) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) except for transfers proposed to be made in accordance with SEC Rule 144 (as in effect at the date hereof and as amended from time to time thereafter) or to any constituent partner of any Miro, at the expense of the Holder or transferee, an unqualified written opinion by legal counsel designated by such Holder or transferee and satisfactory to the Company (which shall include in-house legal counsel of legal counselsuch Holder), reasonably satisfactory in form and substance to the Company, to the effect that such transfer may be made without registration under the Securities Act; provided that nothing contained in this Section 1.6 1.9 shall relieve the Company from complying with any request for registration, qualification or compliance made pursuant to the other provisions of this Section 1; and provided further that the Company shall not require an opinion by legal counsel for transfers pursuant to Rule 144 ("Rule 144") or Regulation S of the General Rules and Regulations promulgated under the Securities Act.

Sale Without Registration. The holder Holder of each a certificate representing securities of the Company Registrable Securities required to bear the legend in substantially the form set forth in Section 6.14 11.2 of the Purchase Acquisition Agreement (or any similar legend) by acceptance thereof agrees to comply in all respects with the provisions of this Section 1.610. Prior to any proposed sale or transfer of any Registrable Securities which shall not be registered under the Securities Act, the holder thereof shall give written notice to the Company of such holder's Holder’s intention to effect such transfer, accompanied by: (ai) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; and (bii) except for transfers proposed to be made in accordance with SEC Rule 144 (as in effect at the date hereof and as amended from time to time thereafter) or to any constituent partner of any Miroof the Managing Sellers, at the expense of the Holder or transferee, an unqualified written opinion of legal counsel, satisfactory in form and substance to the Company, to the effect that such transfer may be made without registration under the Securities Act; provided that nothing contained in this Section 1.6 10 shall relieve the Company from complying with any request for registration, qualification or compliance made pursuant to the other provisions of Section 3 of this Section 1Agreement.

Sale Without Registration. The holder Holder of each a certificate representing securities of the Company Registrable Securities required to bear the legend in substantially the form set forth in Section 6.14 1.8(g) of the Purchase Reorganization Agreement (or any similar legend) by acceptance thereof agrees to comply in all respects with the provisions of this Section 1.62.7. Prior to any proposed transfer of any Registrable Securities which shall not be registered under the Securities Act, the holder thereof shall give written notice to the Company Pinnacle of such holder's intention to effect such transfer, accompanied by: (a) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) except for transfers proposed to be made in accordance with SEC Rule 144 (as in effect at the date hereof and as amended from time to time thereafter) or to any constituent partner of any Miroof the New Pinnacle Shareholders, at the expense of the Holder or transferee, an unqualified written opinion of legal counsel, satisfactory in form and substance to the CompanyPinnacle, to the effect that such transfer may be made without registration under the Securities Act; provided that nothing contained in this Section 1.6 2.7 shall relieve the Company Pinnacle from complying with any request for registration, qualification or compliance made pursuant to the other provisions of this Section 12.

Sale Without Registration. The holder Holder of each a certificate representing securities of the Company Registrable Securities required to bear the legend in substantially the form set forth in Section 6.14 5.3 of the Purchase Merger Agreement (or any similar legend) by acceptance thereof agrees to comply in all respects with the provisions of this Section 1.62.8. Prior to any proposed transfer of any Registrable Securities which shall not be registered under the Securities Act, the holder thereof shall give written notice to the Company Pinnacle of such holder's intention to effect such transfer, accompanied by: (a) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) except for transfers proposed to be made in accordance with SEC Rule 144 (as in effect at the date hereof and as amended from time to time thereafter) or to any constituent partner of any Miroof the Shareholders, at the expense of the Holder or transferee, an unqualified written opinion of legal counsel, satisfactory in form and substance to the CompanyPinnacle, to the effect that such transfer may be made without registration under the Securities Act; provided that nothing contained in this Section 1.6 2.8 shall relieve the Company Pinnacle from complying with any request for registration, qualification or compliance made pursuant to the other provisions of this Section 12.