Common use of Proposed Transfers Clause in Contracts

Proposed Transfers. This Warrant may not be sold, assigned, pledged or otherwise transferred by the holder hereof to a third party other than in compliance with all terms of this Section 10. (a) This Warrant may be sold, assigned, pledged or otherwise transferred by the holder hereof to a majority-owned subsidiary of the Purchaser or an entity holding a majority of the Purchaser's outstanding voting securities or to the members of the immediate family of such majority shareholder, if an individual, or to trusts for their benefit. (b) If the holder hereof wishes to sell, assign, pledge or otherwise transfer this Warrant or any portion thereof to a party(ies) other than a party set forth in subsection 9(a) above, the holder shall first offer the Warrant to the Company on the following terms: (i) The transferring holder shall first deliver to the Company a written offer (the "OFFER") to sell at the price and on the terms offered to the third-party transferee(s) with respect to the offered portion(s) of this Warrant (collectively, the "OFFERED PORTION"), along with a statement (the "OFFER STATEMENT") setting forth the holder's intention to so transfer and the name and address of the third-party transferee(s). (ii) For a period of thirty (30) days after the receipt of the Offer (the "OFFER PERIOD"), the Company shall have the right, but not the obligation, to purchase all of the Offered Portion on the terms set forth in the Offer. If the Company chooses to so exercise this purchase right, it shall deliver a written notice of such intent to the transferring holder and must so purchase all (and not less than all) of the security(ies) so offered within thirty (30) days of the receipt of such notice by the transferring holder. (iii) To the extent that the Company declines to exercise its right to purchase all of the Offered Portion within the Offer Period, the transferring holder may sell, assign, pledge or otherwise transfer the Offered Portion to the third-party transfers) set forth in the Offer Statement at a price not less than, and upon terms not more favorable to such transferee(s) than the terms set forth in the Offer, provided, however, that if the transferring holder has not completed such transfer within one hundred twenty (120) days after the Offer Period lapses, such transfer shall again become subject to the terms of this subsection 10(b). (iv) The right of purchase set forth in this subsection 10(b) may be assigned by the Company without the consent of the holder hereof Notice of such assignment shall be given to the holder hereof. (c) Other than transfers of this Warrant or any Shares received upon exercise hereof to a transferee or transferees set forth in subsection (a) above, prior to any proposed transfer of this Warrant consistent with the foregoing or the Shares received upon the exercise hereof (collectively, the "SECURITIES"), unless there is in effect a registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall, if the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by either (i) an unqualified written opinion of legal counsel who shall be reasonably satisfactory to the Company addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of the Securities shall be entitled to transfer the Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Securities transferred as above provided shall bear the appropriate restrictive legend set forth above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for the Company such legend is not required in order to establish compliance with any provisions of the Securities Act.

Proposed Transfers. This Warrant may not be sold, assigned, pledged or otherwise transferred by the holder hereof to a third party other than in compliance with all terms of this Section 1011. (a) This Warrant may be sold, assigned, pledged or otherwise transferred by the holder hereof to a majority-owned subsidiary of the Purchaser or an entity holding a majority of the Purchaser's outstanding voting securities or to the members of the immediate family of such majority shareholder, if an individual, or to trusts for their benefit. (b) If the holder hereof wishes to sell, assign, pledge or otherwise transfer this Warrant or any portion thereof to a party(ies) other than a party set forth in subsection 9(a11(a) above, the holder shall first offer the Warrant to the Company on the following terms: (i) The transferring holder shall first deliver to the Company a written offer (the "OFFEROffer") to sell at the price and on the terms offered to the third-party transferee(s) with respect to the offered portion(s) of this Warrant (collectively, the "OFFERED PORTIONOffered Portion"), along with a statement (the "OFFER STATEMENTOffer Statement") setting forth the holder's intention to so transfer and the name and address of the third-party transferee(s). (ii) For a period of thirty (30) days after the receipt of the Offer (the "OFFER PERIODOffer Period"), the Company shall have the right, but not the obligation, to purchase all of the Offered Portion on the terms set forth in the Offer. If the Company chooses to so exercise this purchase right, it shall deliver a written notice of such intent to the transferring holder and must so purchase all (and not less than all) of the security(ies) so offered within thirty (30) days of the receipt of such notice by the transferring holder. (iii) To the extent that the Company declines to exercise its right to purchase all of the Offered Portion within the Offer Period, the transferring holder may sell, assign, pledge or otherwise transfer the Offered Portion to the third-party transferstransferee(s) set forth in the Offer Statement at a price not less than, and upon terms not more favorable to such transferee(s) than the terms set forth in the Offer, ; provided, however, that if the transferring holder has not completed such transfer within one hundred twenty (120) days after the Offer Period lapses, such transfer shall again become subject to the terms of this subsection 10(b11(b). (iv) The right of purchase set forth in this subsection 10(b11(b) may be assigned by the Company without the consent of the holder hereof hereof. Notice of such assignment shall be given to the holder hereof. (c) Other than transfers of this Warrant or any Shares received upon exercise hereof to a transferee or transferees set forth in subsection (a) above, prior to any proposed transfer of this Warrant consistent with the foregoing or the Shares received upon the exercise hereof (collectively, the "SECURITIES"), unless there is in effect a registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall, if the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by either (i) an unqualified written opinion of legal counsel who shall be reasonably satisfactory to the Company addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of the Securities shall be entitled to transfer the Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Securities transferred as above provided shall bear the appropriate restrictive legend set forth above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for the Company such legend is not required in order to establish compliance with any provisions of the Securities Act.exercise

Proposed Transfers. This Warrant may not be soldThe Holder, assignedby entering into this Agreement, pledged or otherwise transferred by the holder hereof agrees to a third party other than comply in compliance all respects with all terms of this Section 10. (a) This Warrant may be sold, assigned, pledged or otherwise transferred by the holder hereof to a majority-owned subsidiary of the Purchaser or an entity holding a majority of the Purchaser's outstanding voting securities or to the members of the immediate family of such majority shareholder, if an individual, or to trusts for their benefit. (b) If the holder hereof wishes to sell, assign, pledge or otherwise transfer this Warrant or any portion thereof to a party(ies) other than a party set forth in subsection 9(a) above, the holder shall first offer the Warrant to the Company on the following termsprovisions: (iA) The transferring holder shall first deliver to the Company a written offer (the "OFFER") to sell at the price and on the terms offered to the third-party transferee(s) Except with respect to the offered portion(s) transactions not involving a change in beneficial ownership, any request for transfer of this Warrant Registrable Securities (collectively, the "OFFERED PORTION"other than under circumstances described in Section 1.3 and Section 1.4 below), along with a statement (the "OFFER STATEMENT") setting forth the holder's intention to so transfer and the name and address of the third-party transferee(s). (ii) For a period of thirty (30) days after the receipt of the Offer (the "OFFER PERIOD"), the Company shall have the right, but not the obligation, to purchase all of the Offered Portion on the terms set forth in the Offer. If the Company chooses to so exercise this purchase right, it shall deliver a written notice of such intent to the transferring holder and must so purchase all (and not less than all) of the security(ies) so offered within thirty (30) days of the receipt of such notice if reasonably requested by the transferring holder. (iii) To the extent that the Company declines to exercise its right to purchase all of the Offered Portion within the Offer PeriodCompany, the transferring holder may sell, assign, pledge or otherwise transfer the Offered Portion to the third-party transfers) set forth in the Offer Statement at a price not less than, and upon terms not more favorable to such transferee(s) than the terms set forth in the Offer, provided, however, that if the transferring holder has not completed such transfer within one hundred twenty (120) days after the Offer Period lapses, such transfer shall again become subject to the terms of this subsection 10(b). (iv) The right of purchase set forth in this subsection 10(b) may be assigned by the Company without the consent of the holder hereof Notice of such assignment shall be given to the holder hereof. (c) Other than transfers of this Warrant or any Shares received upon exercise hereof to accompanied by a transferee or transferees set forth in subsection (a) above, prior to any proposed transfer of this Warrant consistent with the foregoing or the Shares received upon the exercise hereof (collectively, the "SECURITIES"), unless there is in effect a registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall, if the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by either (i) an unqualified written opinion of legal counsel who (which shall be reasonably satisfactory to the Company addressed to the Company and reasonably satisfactory in form and substance to the Company's its counsel, to the effect ) stating that the proposed transfer of the Registrable Securities may be effected without registration under the Securities ActAct and without Blue Sky qualification, and which opinion may be "reasoned" and/or based upon (i) no action letters issued by the Commission which are based on similar facts or circumstances and/or (ii) a "no action" letter from the Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by telephone conversations or written correspondence with the staff of the Commission that action be taken with respect theretoCommission. (B) Having satisfied Subsection 1.2(B) above, whereupon the holder of the Securities Holder shall be entitled to transfer the Registrable Securities in accordance with the terms of the notice delivered by the holder Holder to the Company. . (C) Each certificate evidencing Registrable Securities shall (unless otherwise permitted by the Securities transferred as above provided provisions of this Agreement) be stamped or otherwise imprinted with a legend in substantially the following form in addition to any legend acquired under applicable state securities laws: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND SUCH LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. The Company shall bear the appropriate restrictive legend set forth above, except that such certificate shall not bear remove such restrictive legend upon the request of Holder if in (1) the Company has received an opinion of counsel for who is reasonably acceptable to it and its counsel to the effect that registration of any and all future transfers is not required, (2) an appropriate registration statement with respect to such Registrable Securities has been filed by the Company such legend is not required with the Commission and declared effective by the Commission and the shares of Registrable Securities to be sold under the registration statement have been sold thereunder and in order to establish compliance with the applicable plan of distribution contained therein and any provisions qualifications required under any Blue Sky Laws, (3) such transfer shall be made in compliance with the requirements of Rule 144 or its successor, or (4) Holder has met the Securities Actrequirements of subparagraph (k) of Rule 144 or its successor. Under any of these circumstances, the Company shall cause new certificates without the above legend to be issued promptly to the Holder or the Holder's designee in exchange for outstanding legended certificates.

Proposed Transfers. This Warrant may not be sold, assigned, pledged or otherwise transferred by the holder hereof to a third party other than in compliance with all terms of this Section 10. (a) This Warrant may be sold, assigned, pledged or otherwise transferred by the holder hereof to a majority-owned subsidiary of the Purchaser or an entity holding a majority of the Purchaser's outstanding voting securities or to the members of the immediate family of such majority shareholder, if an individual, or to trusts for their benefit. (b) If the holder hereof wishes to sell, assign, pledge or otherwise transfer this Warrant or any portion thereof to a party(ies) other than a party set forth in subsection 9(a) above, the holder shall first offer the Warrant to the Company on the following terms: (i) The transferring holder shall first deliver to the Company a written offer (the "OFFEROffer") to sell at the price and on the terms offered to the third-party transferee(s) with respect to the offered portion(s) of this Warrant (collectively, the "OFFERED PORTIONOffered Portion"), along with a statement (the "OFFER STATEMENTOffer Statement") setting forth the holder's intention to so transfer and the name and address of the third-party transferee(s). (ii) For a period of thirty (30) days after the receipt of the Offer (the "OFFER PERIODOffer Period"), the Company shall have the right, but not the obligation, to purchase all of the Offered Portion on the terms set forth in the Offer. If the Company chooses to so exercise this purchase right, it shall deliver a written notice of such intent to the transferring holder and must so purchase all (and not less than all) of the security(ies) so offered within thirty (30) days of the receipt of such notice by the transferring holder. (iii) To the extent that the Company declines to exercise its right to purchase all of the Offered Portion within the Offer Period, the transferring holder may sell, assign, pledge or otherwise transfer the Offered Portion to the third-party transferstransferee(s) set forth in the Offer Statement at a price not less than, and upon terms not more favorable to such transferee(s) than the terms set forth in the Offer, ; provided, however, that if the transferring holder has not completed such transfer within one hundred twenty (120) days after the Offer Period lapses, such transfer shall again become subject to the terms of this subsection 10(b). (iv) The right of purchase set forth in this subsection 10(b) may be assigned by the Company without the consent of the holder hereof Notice of such assignment shall be given to the holder hereof. (c) Other than transfers of this Warrant or any Shares received upon exercise hereof to a transferee or transferees set forth in subsection (a) above, prior to any proposed transfer of this Warrant consistent with the foregoing or the Shares received upon the exercise hereof (collectively, the "SECURITIES"), unless there is in effect a registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall, if the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by either (i) an unqualified written opinion of legal counsel who shall be reasonably satisfactory to the Company addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of the Securities shall be entitled to transfer the Securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the Securities transferred as above provided shall bear the appropriate restrictive legend set forth above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for the Company such legend is not required in order to establish compliance with any provisions of the Securities Act.Offer

Proposed Transfers. This Warrant may not be soldThe Holder, assignedby entering into this Agreement, pledged or otherwise transferred by the holder hereof agrees to a third party other than comply in compliance all respects with all terms of this Section 10. (a) This Warrant may be sold, assigned, pledged or otherwise transferred by the holder hereof to a majority-owned subsidiary of the Purchaser or an entity holding a majority of the Purchaser's outstanding voting securities or to the members of the immediate family of such majority shareholder, if an individual, or to trusts for their benefit. (b) If the holder hereof wishes to sell, assign, pledge or otherwise transfer this Warrant or any portion thereof to a party(ies) other than a party set forth in subsection 9(a) above, the holder shall first offer the Warrant to the Company on the following termsprovisions: (iA) The transferring holder shall first deliver to the Company a written offer (the "OFFER") to sell at the price and on the terms offered to the third-party transferee(s) with respect to the offered portion(s) of this Warrant (collectively, the "OFFERED PORTION"), along with a statement (the "OFFER STATEMENT") setting forth the holder's intention to so transfer and the name and address of the third-party transferee(s). (ii) For a period of thirty (30) days after the receipt of the Offer (the "OFFER PERIOD"), the Company shall have the right, but not the obligation, to purchase all of the Offered Portion on the terms set forth in the Offer. If the Company chooses to so exercise this purchase right, it shall deliver a written notice of such intent to the transferring holder and must so purchase all (and not less than all) of the security(ies) so offered within thirty (30) days of the receipt of such notice by the transferring holder. (iii) To the extent that the Company declines to exercise its right to purchase all of the Offered Portion within the Offer Period, the transferring holder may sell, assign, pledge or otherwise transfer the Offered Portion to the third-party transfers) set forth in the Offer Statement at a price not less than, and upon terms not more favorable to such transferee(s) than the terms set forth in the Offer, provided, however, that if the transferring holder has not completed such transfer within one hundred twenty (120) days after the Offer Period lapses, such transfer shall again become subject to the terms of this subsection 10(b). (iv) The right of purchase set forth in this subsection 10(b) may be assigned by the Company without the consent of the holder hereof Notice of such assignment shall be given to the holder hereof. (c) Other than transfers of this Warrant or any Shares received upon exercise hereof to a transferee or transferees set forth in subsection (a) above, prior Prior to any proposed transfer of this Warrant consistent with the foregoing or the Shares received upon the exercise hereof any Registrable Securities (collectively, the "SECURITIES"other than under circumstances described in Section 1.3 and Section 1.4 below), unless there is in effect a registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), covering the proposed transfer, the holder thereof Holder shall give written notice to the Company of such holderHolder's intention to effect such the transfer. Each , together with a detailed statement of the circumstances surrounding the proposed transfer; provided, however, that the Holder need not provide such notice shall describe with respect to Registrable Securities for which the manner and circumstances of the proposed transfer Company has previously issued unlegended certificates. (B) Except with respect to transactions not involving a change in sufficient detailbeneficial ownership, and such notice shall, if reasonably requested by the Company so requestsCompany, also be accompanied (except in transactions in compliance with Rule 144) by either (i) an unqualified a written opinion of legal counsel who (which shall be reasonably satisfactory to the Company addressed to the Company and reasonably satisfactory in form and substance to the Company's its counsel, to the effect ) stating that the proposed transfer of the Registrable Securities may be effected without registration under the Securities ActAct and without Blue Sky qualification, and which opinion may be "reasoned" and/or based upon (i) no action letters issued by the Commission which are based on similar facts or circumstances and/or (ii) a "no action" letter from the Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by telephone conversations or written correspondence with the staff of the Commission that action be taken with respect theretoCommission. (C) Having satisfied Subsection 1.2(B) above, whereupon the holder of the Securities Holder shall be entitled to transfer the Registrable Securities in accordance with the terms of the notice delivered by the holder Holder to the Company. . (D) Each certificate evidencing Registrable Securities shall (unless otherwise permitted by the Securities transferred as above provided provisions of this Agreement) be stamped or otherwise imprinted with a legend in substantially the following form in addition to any legend acquired under applicable state securities laws: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND SUCH LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. The Company shall bear the appropriate restrictive legend set forth above, except that such certificate shall not bear remove such restrictive legend upon the request of Holder if in (1) the Company has received an opinion of counsel for who is reasonably acceptable to it and its counsel to the effect that registration of any and all future transfers is not required, (2) an appropriate registration statement with respect to such Registrable Securities has been filed by the Company such legend is not required with the Commission and declared effective by the Commission and the shares of Registrable Securities to be sold under the registration statement have been sold thereunder and in order to establish compliance with the applicable plan of distribution contained therein and any provisions qualifications required under any Blue Sky Laws, (3) such transfer shall be made in compliance with the requirements of Rule 144 or its successor, or (4) Holder has met the Securities Actrequirements of subparagraph (k) of Rule 144 or its successor. Under any of these circumstances, the Company shall cause new certificates without the above legend to be issued promptly to the Holder or the Holder's designee in exchange for outstanding legended certificates.