Common use of Transfer Conditions Clause in Contracts

Transfer Conditions. Except as to any Securities that (i) are then effectively registered under the Act, or (ii) are represented by certificates that, with the consent of XCL Ltd. or XCL Land, as applicable, no longer bear restrictive legends and are otherwise freely tradable under the Act, prior to any sale, transfer or other disposition of any of the Subscriber's Units and the Securities the Subscriber agrees to give at least three days prior written notice to XCL Ltd. or XCL Land, as applicable, of its intention to effect such transfer and to comply in all other respects with this subsection 4(d). Each such notice shall describe the identity of the transferee and the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions required herein, and shall be accompanied by an opinion of counsel acceptable to XCL Ltd. or XCL Land, as applicable, addressed to XCL Ltd. or XCL Land, as applicable, and satisfactory in form and substance to XCL Ltd. or XCL Land, as applicable, stating that, in the opinion of such counsel, such transfer will be a transaction exempt from registration under the Securities Laws and that all consents, approvals or authorizations to such transfer have been obtained. Assuming the receipt by XCL Ltd. or XCL Land, as applicable, of such satisfactory opinion, the Subscriber shall thereupon be entitled to transfer such shares in accordance with the terms of the notice delivered by the Subscriber to XCL Ltd. or XCL Land, as applicable, and this Agreement. Each certificate or other document issued representing the Securities shall bear the legend set forth in subsection 4(e) hereof, suitably conformed, unless, in the opinion of the respective counsel for the Subscriber and XCL Ltd. or XCL Land, as applicable, such legend is not required in order to aid in assuring compliance with applicable Securities Laws. The Subscriber agrees that it will not sell, transfer or otherwise dispose of any of its Units or Securities, and XCL Land and XCL Ltd. will not be required to recognize any such sale, transfer or disposition, unless such sale, transfer or disposition complies with this subsection 4(d).

Transfer Conditions. Except as to any Securities that (i) are then effectively registered under the Act, or (ii) are represented by certificates that, with the consent of XCL Ltd. or XCL Land, as applicable, no longer bear restrictive legends and are otherwise freely tradable tradeable under the Act, prior to any sale, transfer or other disposition of any of the Subscriber's Units and the Securities the Subscriber agrees to give at least three days prior written notice to XCL Ltd. or XCL Land, as applicable, of its intention to effect such transfer and to comply in all other respects with this subsection 4(d). Each such notice shall describe the identity of the transferee and the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions required herein, and shall be accompanied by an opinion of counsel acceptable to XCL Ltd. or XCL Land, as applicable, addressed to XCL Ltd. or XCL Land, as applicable, and satisfactory in form and substance to XCL Ltd. or XCL Land, as applicable, stating that, in the opinion of such counsel, such transfer will be a transaction exempt from registration under the Securities Laws and that all consents, approvals or authorizations to such transfer have been obtained. Assuming the receipt by XCL Ltd. or XCL Land, as applicable, of such satisfactory opinion, the Subscriber shall thereupon be entitled to transfer such shares in accordance with the terms of the notice delivered by the Subscriber to XCL Ltd. or XCL Land, as applicable, and this Agreement. Each certificate or other document issued representing the Securities shall bear the legend set forth in subsection 4(e) hereof, suitably conformed, unless, in the opinion of the respective counsel for the Subscriber and XCL Ltd. or XCL Land, as applicable, such legend is not required in order to aid in assuring compliance with applicable Securities Laws. The Subscriber agrees that it will not sell, transfer or otherwise dispose of any of its Units or Securities, and XCL Land and XCL Ltd. will not be required to recognize any such sale, transfer or disposition, unless such sale, transfer or disposition complies with this subsection 4(d).

Transfer Conditions. Except as to any Securities that (i) are then effectively registered under the Act, or (ii) are represented by certificates that, with the consent of XCL Ltd. or XCL Land, as applicableLtd., no longer bear restrictive legends and are otherwise freely tradable tradeable under the Act, prior to any sale, transfer or other disposition of any of the Subscriber's Units and the Securities the Subscriber agrees to give at least three days prior written notice to XCL Ltd. or XCL Land, as applicable, of its intention to effect such transfer and to comply in all other respects with this subsection 4(d3(d). Each such notice shall describe the identity of the transferee and the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions required herein, and shall be accompanied by an opinion of counsel acceptable to XCL Ltd. or XCL Land, as applicableLtd., addressed to XCL Ltd. or XCL Land, as applicable, and satisfactory in form and substance to XCL Ltd. or XCL Land, as applicableLtd., stating that, in the opinion of such counsel, such transfer will be a transaction exempt from registration under the Securities Laws and that all consents, approvals or authorizations to such transfer have been obtained. Assuming the receipt by XCL Ltd. or XCL Land, as applicable, of such satisfactory opinion, the Subscriber shall thereupon be entitled to transfer such shares in accordance with the terms of the notice delivered by the Subscriber to XCL Ltd. or XCL Land, as applicable, and this Agreement. Each certificate or other document issued representing the Securities shall bear the legend set forth in subsection 4(e3(e) hereof, suitably conformed, unless, in the opinion of the respective counsel for the Subscriber and XCL Ltd. or XCL Land, as applicableLtd., such legend is not required in order to aid in assuring compliance with applicable Securities Laws. The Subscriber agrees that it will not sell, transfer or otherwise dispose of any of its Units or Securities, and XCL Land and XCL Ltd. will not be required to recognize any such sale, transfer or disposition, unless such sale, transfer or disposition complies with this subsection 4(d3(d).