Common use of Transfer or Exchange of Notes Clause in Contracts

Transfer or Exchange of Notes. (a) The Notes are exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same but shall not be issuable in denominations of less than integral multiples of Twenty Thousand Dollars ($20,000) unless such amount represents the full principal balance of Notes outstanding to such Holder. No service charge will be made for such registration of transfer or exchange. (b) The Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Note; such notice will describe briefly the proposed transfer and will give the Company the name, address, and tax identification number of the proposed transferee, and will further provide the Company with an opinion of the Holder’s counsel that such transfer can be accomplished in accordance with federal and applicable state securities laws (unless such transaction is permitted by the plan of distribution in an effective Registration Statement). Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. (i) If, in the opinion of such counsel, the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note or to dispose of underlying shares received upon the previous conversion of this Note, all in accordance with the terms of the notice delivered by the Holder to the Company; provided, that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided, further, that the prospective transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Note. (ii) If in the opinion of the counsel referred to in this Section 4(b), the proposed transfer or disposition of this Note described in the written notice given pursuant to this Section 4(b) may not be effected without registration or qualification of this Note, the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by law. (c) Prior to transfer of this Note in compliance with Section 4(b), the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Transfer or Exchange of Notes. The Corporation shall keep at its office or agency maintained as provided in subsection (a) The Notes are exchangeable of Section 9 a register in which the Corporation shall provide for an equal aggregate principal amount the registration of Notes and for the registration of different transfer and exchange of Notes. The holder of this Note may, at its option, and either in person or by duly authorized denominationsattorney, as requested by the Holder surrendering surrender the same but shall not be issuable in denominations of less than integral multiples of Twenty Thousand Dollars ($20,000) unless such amount represents the full principal balance of Notes outstanding to such Holder. No service charge will be made for such registration of transfer or exchange at the office or agency of the Corporation maintained as provided in subsection (a) of Section 9, and, without expense to such holder (except for taxes or governmental charges imposed in connection therewith), receive in exchange therefore a Note or Notes in such denomination or denominations as such holder may request (but in any event in denominations of not less than $1,000 principal amount), dated as of the date to which interest has been paid on the Note or Notes so surrendered for transfer or exchange. (b) The Holder, for the same aggregate principal amount as the then unpaid principal amount of the Note or Notes so surrendered for transfer or exchange, and registered in the name of such person or persons as may be designated by acceptance hereofsuch holder. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, agrees to give or shall be accompanied by a written notice instrument of transfer, satisfactory in form to the Company before transferring Corporation, duly executed by the holder of such Note or his attorney, duly authorized in writing. Every Note so made and delivered in exchange for this Note shall in all other respects be in the same form and have the same terms as this Note; . No transfer or exchange of any Note shall be valid unless made in the foregoing manner at such notice will describe briefly the proposed transfer and will give the Company the name, address, and tax identification number of the proposed transferee, and will further provide the Company with an opinion of the Holder’s counsel that such transfer can be accomplished in accordance with federal and applicable state securities laws (unless such transaction is permitted by the plan of distribution in an effective Registration Statement)office or agency. Promptly upon receiving such written notice, the Company shall present copies thereof Notwithstanding anything to the Company’s counsel. (i) Ifcontrary contained herein, in the opinion of such counsel, the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note or to dispose of underlying shares received upon the previous conversion of this Note, all in accordance with the terms of the notice delivered may not be transferred by the Holder (other than to a parent, subsidiary, successor or affiliate of such Holder or to those participants set forth on Annex II to the Company; providedPurchase Agreement) during the six-month period immediately succeeding the date hereof without the prior written consent of Welsh, that an appropriate legend may Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VIII, L.P., which will be endorsed on this Note respecting restrictions upon transfer thereof necessary granted or advisable withheld in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided, further, that the prospective transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Noteits sole commercially reasonable judgment. (ii) If in the opinion of the counsel referred to in this Section 4(b), the proposed transfer or disposition of this Note described in the written notice given pursuant to this Section 4(b) may not be effected without registration or qualification of this Note, the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by law. (c) Prior to transfer of this Note in compliance with Section 4(b), the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.