Common use of Certain Transfer Restrictions Clause in Contracts

Certain Transfer Restrictions. The Warrants and the Warrants Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer to an affiliate of a Buyer or a bona fide pledge of the Warrants or the Warrant Shares, the Warrants and the Warrant Shares may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge or distribution is subsequently registered under the 1933 Act, (ii) a Buyer shall have delivered to the Company an opinion of counsel reasonably acceptable to the Company, in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Shares to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.” The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.”

Appears in 3 contracts

Samples: Securities Purchase Agreement (xG TECHNOLOGY, INC.), Securities Purchase Agreement (xG TECHNOLOGY, INC.), Securities Purchase Agreement (xG TECHNOLOGY, INC.)

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Certain Transfer Restrictions. (a) The Warrants and the Warrants Preferred Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer to an affiliate Affiliate of a Buyer Investor or a bona fide pledge of the Warrants or the Warrant Preferred Shares, the Warrants and the Warrant Preferred Shares may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge or distribution is subsequently registered under the 1933 Act, (ii) a Buyer Investor shall have delivered to the Company an opinion of counsel reasonably acceptable to the CompanyCompany (which may be SNR Dxxxxx), in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Preferred Shares to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Preferred Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Preferred Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SECrestrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.” The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER OTHER LOAN SECURED BY SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATIONSECURITIES. The foregoing legend shall be removed if and when no longer required in the opinion of counsel to Investor or other holder of the Preferred Shares in the form and substance reasonably satisfactory to the Company. Certificates and any other instruments evidencing the Warrant and the Common Shares shall not bear any restrictive or other legend.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bionovo Inc)

Certain Transfer Restrictions. The Warrants and the Warrants Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3(a) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer to an affiliate of a Buyer or a bona fide pledge of the Warrants or the Warrant Shares, the Warrants and the Warrant Shares may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, saleNo Other Stockholder shall sell, transfer, assignmentassign, pledge or distribution is subsequently registered under the 1933 Actotherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law or otherwise) any interest in any Stockholder Shares, (ii) a Buyer shall have delivered "TRANSFER"), except pursuant to a Public Sale or a Sale of the Company (an "EXEMPT TRANSFER"), or a sale of Stockholder Shares to the Company pursuant to the terms of the Restricted Stock Agreement (but subject to the provisions of paragraph 3(f) below), or the provisions of this paragraph 3. Prior to making any Transfer (which for purposes of this paragraph 3 shall include any Transfer by any Other Stockholder pursuant to and otherwise permitted by any of the Restricted Stock Agreements, the Investor Rights Agreement and/or any Option Grant Agreement to which such Other Stockholder is a party) other than an opinion of counsel reasonably acceptable Exempt Transfer, the Other Stockholder transferring any Stockholder Shares (a "TRANSFERRING STOCKHOLDER") shall deliver a written notice (a "SALE NOTICE") to the Company, the Investors and the Designated Other Stockholders. The Sale Notice shall disclose in a form generally acceptable to reasonable detail the Companyidentity of the prospective transferee(s), to the effect that such Warrants or Warrant number of Stockholder Shares to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed transferred and the terms and conditions of the proposed Transfer. In no event shall any Transfer (other than an Exempt Transfer) of Stockholder Shares pursuant to an exemption from this paragraph 3 be made by any Other Stockholder for any consideration other than cash payable upon consummation of such registrationTransfer or in installments over time. No Other Stockholder shall consummate any Transfer until 30 days after the Sale Notice has been given to the Company and the Investors and the Designated Other Stockholders (the "ELECTION PERIOD"), or (iii) such Warrants or Warrant Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless the parties to the Transfer have been finally determined pursuant to Rule 144 or Rule 144A promulgated under this paragraph 3 prior to the 1933 Act, as applicableexpiration of such 30-day period. In furtherance The date of the foregoing, except first to occur of such events is referred to herein as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION"AUTHORIZATION DATE.” The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.”"

Appears in 1 contract

Samples: Stockholders Agreement (optionsXpress Holdings, Inc.)

Certain Transfer Restrictions. (a) The Warrants and the Warrants Shares Securities constitute “restricted securities” as such term is defined in Rule 144(a)(3) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer to an affiliate Affiliate of a Buyer Investor or a bona fide pledge of the Warrants or the Warrant SharesSecurities, the Warrants and the Warrant Shares Securities may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge or distribution is subsequently registered under the 1933 Act, (ii) a Buyer Investor shall have delivered to the Company an opinion of counsel reasonably acceptable to the CompanyCompany (which may be SNR Xxxxxx), in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Shares Securities to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Shares Securities can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Preferred Shares and the Warrant Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SECrestrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.” The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT THESE SECURITIES MAY NOT BE SOLDPLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. The foregoing legend shall be removed if and when no longer required in the opinion of counsel to Investor or other holder of the Preferred Shares or Warrant in the form and substance reasonably satisfactory to the Company. Notwithstanding the foregoing and for the avoidance of doubt, OFFERED FOR SALEall Common Shares (including without limitation all Warrant Shares, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (Aall Additional Investment Shares, and all Placement Agent Fee Shares, if any) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATIONshall be DWAC Shares that are freely tradable by Investor, without restrictive or other legend and without restriction on resale, and the Company shall not take any action or give instructions to any transfer agent of the Company otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (Marina Biotech, Inc.)

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Certain Transfer Restrictions. (a) The Warrants and the Warrants Shares Securities constitute “restricted securities” as such term is defined in Rule 144(a)(3) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer to an affiliate Affiliate of a Buyer Investor or a bona fide pledge of the Warrants or the Warrant SharesSecurities, the Warrants and the Warrant Shares Securities may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge or distribution is subsequently registered under the 1933 Act, (ii) a Buyer Investor shall have delivered to the Company an opinion of counsel reasonably acceptable to the CompanyCompany (which may be Xxxxxxxxx Xxxxxxx), in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Shares Securities to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Shares Securities can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance Infurtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Preferred Shares and the Warrant Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SECrestrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.” The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT THESE SECURITIES MAY NOT BE SOLDPLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. The foregoing legend shall be removed if and when no longer required in the opinion of counsel to Investor or other holder of the Preferred Shares or Warrant in the form and substance reasonably satisfactory to the Company. Notwithstanding the foregoing and for the avoidance of doubt, OFFERED FOR SALEall Common Shares (including without limitation all Warrant Shares, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (Aall Additional Investment Shares, and all Commitment Fee Shares, if any) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATIONshall be DWAC Shares that are freely tradable by Investor, without restrictive or other legend and without restriction on resale, and the Company shall not take any action or give instructions to any transfer agent of the Company otherwise.

Appears in 1 contract

Samples: Security Agreement (NYXIO TECHNOLOGIES Corp)

Certain Transfer Restrictions. (a) The Warrants and the Warrants Preferred Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer to an affiliate Affiliate of a Buyer Investor or a bona fide pledge of the Warrants or the Warrant Preferred Shares, the Warrants and the Warrant Preferred Shares may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge or distribution is subsequently registered under the 1933 Act, (ii) a Buyer Investor shall have delivered to the Company an opinion of counsel reasonably acceptable to the CompanyCompany (which may be Xxxxxxxxx Xxxxxxx), in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Preferred Shares to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Preferred Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Preferred Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SECrestrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.” The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER OTHER LOAN SECURED BY SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATIONSECURITIES. The foregoing legend shall be removed if and when no longer required in the opinion of counsel to Investor or other holder of the Preferred Shares in the form and substance reasonably satisfactory to the Company. Certificates and any other instruments evidencing the Warrant and the Common Shares shall not bear any restrictive or other legend.

Appears in 1 contract

Samples: Securities Purchase Agreement (Oilsands Quest Inc)

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