Common use of Transfers, etc Clause in Contracts

Transfers, etc. (a) This Warrant and the Warrant 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. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) any transfer by a Registered Holder which is an entity to any other entity controlling, controlled by or under common control with such entity (as used in this sentence, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through ownership of voting securities, by contract or otherwise) a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 5, or (ii) a transfer made in accordance with Rule 144 under the Act.

Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Act”), or (ii) such sale or transfer shall be exempt from the registration requirements of the Act and 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 ActAct or (iii) the Company agrees, in writing, to such transfer. Notwithstanding the foregoing, no registration or registration, opinion of counsel or Company approval shall be required for (i) any a transfer by a Registered Holder which is an entity to any other entity controlling, controlled by a wholly owned subsidiary or under common control with member of senior management of such entity (as used in this sentence, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through ownership of voting securities, by contract or otherwise) a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 54, or (ii) a transfer made in accordance with Rule 144 under the ActAct and, provided further, that the transferor and transferee provide the Company with the paperwork necessary to transfer the Warrant and the Warrant Shares including representations to the effect that the transfer complies with applicable law.

Transfers, etc. (a) This Warrant and the Warrant Shares The Warrants shall not be sold sold, transferred, assigned or transferred hypothecated unless either (i) they first shall have been registered there is an effective registration statement under the Securities Act covering such Warrants, (ii) the sale is made in accordance with Rule 144 under the Securities Act, or (iiiii) the Company first shall have been furnished with receives an opinion of legal counsel, counsel for the holder of the Warrants reasonably satisfactory to the Company, to the effect Company stating that such sale sale, transfer, assignment or transfer hypothecation is exempt from the registration requirements of the Securities Act, and each such case upon all other conditions specified in this Section 5(a). Notwithstanding the foregoingprovisions of the preceding sentence, no registration statement or opinion of counsel shall be required for (i) any transfer of any Warrants by a Registered Holder which is an entity to any other entity controlling, controlled by or under common control with such entity (as used in this sentence, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through ownership of voting securities, by contract or otherwise) a transfer by a Registered Holder which holder thereof that is a partnership partnership, a limited liability company or a corporation to (A) a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partnerpartnership, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member stockholder of such corporation, (B) an entity that controls, or to is controlled by, or is under common control with such partnership, limited liability company or corporation, or (C) the estate of any such partner, member or retired memberstockholder (collectively, provided clauses (A) through (C) the “Permitted Transferees”); provided, that the transferee in each case of the foregoing cases the proposed transferee of the Warrants agrees in writing to be take and hold such Warrants subject to the terms of provisions and upon the conditions specified in this Section 5, or (ii) a transfer made in accordance with Rule 144 under the Act.

Transfers, etc. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Act”), or (ii) such sale or transfer shall be exempt from the registration requirements of the Act and 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 ActAct or (iii) the Company agrees, in writing, to such transfer. Notwithstanding the foregoing, no registration or registration, opinion of counsel or Company approval shall be required for (i) any a transfer by a Registered Holder which is an entity to any other entity controlling, controlled by a wholly owned subsidiary or under common control with member of senior management of such entity (as used in this sentence, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through ownership of voting securities, by contract or otherwise) a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 54, or (ii) a transfer made in accordance with Rule 144 under the ActAct provided further, that the transferor and transferee provide the Company with the paperwork necessary to transfer the Warrant and the Warrant Shares including representations to the effect that the transfer complies with applicable law.

Transfers, etc. (a) This Notwithstanding anything to the contrary contained herein, this Warrant and the Warrant Shares shall not be sold or transferred (“Transfer”) unless either (i) they first shall have been registered under the Securities Act, or (ii) such sale or transfer shall be exempt from the registration requirements of the Securities Act and 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 ActSecurities Act and any proposed subsequent transferee in such Transfer prior to a Qualified IPO will execute the Restriction Agreement attached hereto as Exhibit III and deliver such Restriction Agreement to the Company as a condition to such Transfer. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) any a transfer by a Registered Holder which is an entity to any other entity controlling, controlled by or under common control with a wholly owned subsidiary of such entity (as used in this sentence, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through ownership of voting securities, by contract or otherwise) a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 54, or (ii) a transfer made in accordance with Rule 144 under the Securities Act.