Common use of Transfer of Note Clause in Contracts

Transfer of Note. This Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred unless (1) the transferee is a Permitted Transferee and (2) the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the 1933 Act. Prior to any such transfer, such transferee shall have represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the Registration Statement and the prospectus included therein, each as amended or supplemented to the date of transfer to such transferee, and the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act and which are incorporated by reference in such prospectus as of the date of such transfer. If such transfer is intended to assign the rights and obligations under (x) Sections 4, 5 and 9 of the Note Purchase Agreement, such transfer shall otherwise be made in compliance with Section 9(h) of the Note Purchase Agreement and (y) the Registration Rights Agreement to which the Holder is entitled to the benefits such transfer shall otherwise be made in compliance with Section 9 of such Registration Rights Agreement.

Transfer of Note. This Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred prior to the end of the holding period applicable to sales hereof under Rule 144(k) unless (1) the transferee is a Permitted Transferee an “accredited investor” (as defined in Regulation D under the 1933 Act) and (2) the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the 1933 Act. Prior to any such transfer, such transferee shall have represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the Registration Statement and the prospectus included therein, each as amended or supplemented to the date of transfer to such transferee, and the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act and which are incorporated by reference in such prospectus as of the date of such transferAct. If such transfer is intended to assign the rights and obligations under (x) Sections 4Section 5, 5 8, 9 and 9 10 of the Note Purchase Agreement, such transfer shall otherwise be made in compliance with Section 9(h10(j) of the Note Purchase Agreement and (y) the Registration Rights Agreement to which the Holder is entitled to the benefits such transfer shall otherwise be made in compliance with Section 9 of such Registration Rights Agreement.

Transfer of Note. This Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred sold, transferred, pledged or hypothecated unless (1) the transferee is a Permitted Transferee person who is an "accredited investor" as defined in Regulation D under the Act and (2) the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold sold, transferred, pledged or transferred without registration under the 1933 Acthypothecated pursuant to an exemption from such registration. Prior to any such transfer, the transferee shall (x) have made written representations and warranties to the Company with respect to such transferee in the form of Sections 3(a) and 3(c) of the Note Purchase Agreement and (y) shall have further represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the Registration Statement and the prospectus included therein, each as amended or supplemented to the date of transfer to such transferee, and the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act and which are incorporated by reference in such prospectus as of the date of such transfer. If such transfer is intended to assign the rights and obligations under (x) Sections 4, 5 and 9 of the Note Purchase Agreement, such transfer shall otherwise be made in compliance with Section 9(h) of the Note Purchase Agreement and (y) the Registration Rights Agreement to which the Holder is entitled to the benefits such transfer shall otherwise be made in compliance with Section 9 of such Registration Rights Agreement.

Transfer of Note. This Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred prior to the end of the holding period applicable to sales hereof under Rule 144(k) unless (1) the transferee is a Permitted Transferee an “accredited investor” (as defined in Regulation D under the 0000 Xxx) and (2) the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the 1933 Act. Prior to any such transfer, such transferee shall have represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the Registration Statement and the prospectus included therein, each as amended or supplemented to the date of transfer to such transferee, and the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act and which are incorporated by reference in such prospectus as of the date of such transferAct. If such transfer is intended to assign the rights and obligations under (x) Sections 4Section 5, 5 8, 9 and 9 10 of the Note Purchase Agreement, such transfer shall otherwise be made in compliance with Section 9(h10(j) of the Note Purchase Agreement and (y) the Registration Rights Agreement to which the Holder is entitled to the benefits such transfer shall otherwise be made in compliance with Section 9 of such Registration Rights Agreement.

Transfer of Note. This Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred unless (1) the transferee is a Permitted Transferee and (2) the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the 1933 Act. Prior to any such transfer, such transferee shall have represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the Registration Statement and the prospectus included therein, each as amended or supplemented to the date of transfer to such transferee, and the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act and which are incorporated by reference in such prospectus as of the date of such transfer. If such transfer is intended to assign the rights and obligations under (xSections 5(a), 5(b) Sections 4, 5 and 9 8 of the Note Purchase Agreement, such transfer shall otherwise be made in compliance with Section 9(h) of the Note Purchase Agreement and (y) the Registration Rights Agreement to which the Holder is entitled to the benefits such transfer shall otherwise be made in compliance with Section 9 of such Registration Rights Agreement.10.7

Transfer of Note. This Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred unless prior to the date that is two years after the Issuance Date other than (1) in compliance with the transferee is a Permitted Transferee provisions of, or pursuant to an available exemption from, the registration requirements of the 1933 Act or any state securities laws and (2) after the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the 1933 Act. Prior to Before any such transfer, such transferee shall have represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or financial prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the Registration Statement and the prospectus included therein, each as amended or supplemented to the date of transfer to such transferee, and the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act and which are incorporated by reference in such prospectus as of the date of such transfer. If such transfer is also intended to assign the rights and obligations under (x) Sections 4, 5 and 9 of the Note Holder under the Purchase Agreement and the Registration Rights Agreement, such transfer shall otherwise be made in compliance with Section 9(h) the applicable provisions of the Note Purchase Agreement and (y) the Registration Rights Agreement to which the Holder is entitled to the benefits such transfer shall otherwise be made in compliance with Section 9 of such Registration Rights Agreement.

Transfer of Note. This (a) Notwithstanding anything else contained herein, this Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred prior to the end of the holding period applicable to sales hereof under Rule 144 unless (1) the transferee is a Permitted Transferee and an “accredited investor” (as defined in Regulation D under the 1930 Xxx) xnd (2) the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the 1933 Act. Prior to any such transfer, such transferee shall have represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the Registration Statement and the prospectus included therein, each as amended or supplemented to the date of transfer to such transferee, and the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act and which are incorporated by reference in acknowledges and fully understands the transfer restrictions associated with this Note. The Company may request that a background check be conducted on any transferee prior to such prospectus as of transfer and the date Company shall, promptly following completion of such a background check, approve, record and do whatever is necessary to be performed by the Company to perfect such transfer. If , provided that the Company may reject and/or not approve any such transfer is intended to assign the rights if following and obligations under (x) Sections 4, 5 and 9 of the Note Purchase Agreementbased on such background check, such transfer shall otherwise be made in compliance with Section 9(h) of the Note Purchase Agreement and (y) the Registration Rights Agreement to which the Holder is entitled to the benefits such transfer shall otherwise be made in compliance with Section 9 of such Registration Rights Agreementcontravene applicable law.

Transfer of Note. This Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred prior to the end of the holding period applicable to sales hereof under Rule 144(k) unless (1) the transferee is a Permitted Transferee an “accredited investor” (as defined in Regulation D under the 1000 Xxx) and (2) the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the 1933 Act. Prior to any such transfer, such transferee shall have represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the Registration Statement and the prospectus included therein, each as amended or supplemented to the date of transfer to such transferee, and the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act and which are incorporated by reference in such prospectus as of the date of such transferAct. If such transfer is intended to assign the rights and obligations under (x) Sections 4Section 5, 5 8, 9 and 9 10 of the Note Purchase Agreement, such transfer shall otherwise be made in compliance with Section 9(h10(j) of the Note Purchase Agreement and (y) the Registration Rights Agreement to which the Holder is entitled to the benefits such transfer shall otherwise be made in compliance with Section 9 of such Registration Rights Agreement.