Common use of Company's Instructions to Transfer Agent Clause in Contracts

Company's Instructions to Transfer Agent. Certificates evidencing the Shares and Warrant Shares shall not contain any legend (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares and Warrant Shares and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Shares or Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the Shares or Warrant Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares or Warrant Shares or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 4.8, it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.8. Certificates for Securities subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

Company's Instructions to Transfer Agent. Certificates evidencing Upon reception by the Shares Company of a notice to convert the Preferred Shares, the Company shall execute and Warrant Shares shall not contain any legend deliver irrevocable written instructions to the transfer agent for its Common Stock (the "Transfer Agent"), and provide Purchaser with a copy thereof, directing the Transfer Agent (i) while a registration statement (including to issue certificates representing Common Stock upon conversion of the Registration Statement) covering the resale of such security is effective under the Securities Act, Preferred Shares and (ii) to deliver such certificates to Purchaser no later than the close of business on the third (3rd) Business Day following any sale of the related conversion. Such certificates shall bear only such Shares or Warrant Shares legends as are required pursuant to Rule 144, (iii) if such Shares Section 5.4 hereof or Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares and Warrant Shares and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission)law. The Company shall cause its counsel instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to issue a legal opinion to Purchaser upon conversion of the Preferred Shares, and as long as the Transfer Agent promptly after is a participant in the Effective Date Depository Trust Company ("DTC") Fast Automated Securities Transfer program ("FAST"), and Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no restrictive legend is required to appear on any physical certificate if required by issued, the Transfer Agent to transfer agent may effect the removal delivery of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Conversion Shares, by crediting the account of Purchaser or if such Shares or Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the Shares or Warrant Shares may be sold under Rule 144 without the requirement its nominee at DTC for the Company to be in compliance with number of shares for which delivery is required hereunder within the current public information required under Rule 144 as to such Shares or Warrant Shares or if such legend is not otherwise required under applicable requirements time frame specified above for delivery of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant Shares shall be issued free of all legendscertificates. The Company represents to and agrees with Purchaser that following the Effective Date or at such time as such legend is no longer required under this Section 4.8, it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may will not make give any notation on its records or give instructions instruction to the Transfer Agent that enlarge will conflict with the restrictions on transfer set forth in this Section 4.8foregoing instruction or otherwise restrict Purchaser's right to convert the Preferred Shares or to receive Conversion Shares upon conversion of the Preferred Shares. Certificates In the event that the Company's relationship with the Transfer Agent should be terminated for Securities subject any reason, the Company shall use its best efforts to legend removal hereunder shall be transmitted by cause the Transfer Agent to continue acting as transfer agent pursuant to the Purchaser terms hereof until such time that a successor transfer agent is appointed by crediting the account of Company and receives the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserinstructions described above. 6.11.

Company's Instructions to Transfer Agent. Certificates evidencing Upon reception by the Shares Company of a notice to convert the Preferred Shares, the Company shall execute and Warrant Shares shall not contain any legend deliver irrevocable written instructions to the transfer agent for its Common Stock (the "Transfer Agent"), and provide Purchaser with a copy thereof, directing the Transfer Agent (i) while a registration statement (including to issue certificates representing Common Stock upon conversion of the Registration Statement) covering the resale of such security is effective under the Securities Act, Preferred Shares and (ii) to deliver such certificates to Purchaser no later than the close of business on the third (3rd) Business Day following any sale of the related conversion. Such certificates shall bear only such Shares or Warrant Shares legends as are required pursuant to Rule 144, (iii) if such Shares Section 5.4 hereof or Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares and Warrant Shares and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission)law. The Company shall cause its counsel instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to issue a legal opinion to Purchaser upon conversion of the Preferred Shares, and as long as the Transfer Agent promptly after is a participant in the Effective Date Depository Trust Company ("DTC") Fast Automated Securities Transfer program ("FAST"), and Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no restrictive legend is required to appear on any physical certificate if required by issued, the Transfer Agent to transfer agent may effect the removal delivery of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Conversion Shares, by crediting the account of Purchaser or if such Shares or Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the Shares or Warrant Shares may be sold under Rule 144 without the requirement its nominee at DTC for the Company to be in compliance with number of shares for which delivery is required hereunder within the current public information required under Rule 144 as to such Shares or Warrant Shares or if such legend is not otherwise required under applicable requirements time frame specified above for delivery of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant Shares shall be issued free of all legendscertificates. The Company represents to and agrees with Purchaser that following the Effective Date or at such time as such legend is no longer required under this Section 4.8, it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may will not make give any notation on its records or give instructions instruction to the Transfer Agent that enlarge will conflict with the restrictions on transfer set forth in this Section 4.8foregoing instruction or otherwise restrict Purchaser's right to convert the Preferred Shares or to receive Conversion Shares upon conversion of the Preferred Shares. Certificates In the event that the Company's relationship with the Transfer Agent should be terminated for Securities subject any reason, the Company shall use its best efforts to legend removal hereunder shall be transmitted by cause the Transfer Agent to continue acting as transfer agent pursuant to the Purchaser terms hereof until such time that a successor transfer agent is appointed by crediting the account of Company and receives the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserinstructions described above.

Company's Instructions to Transfer Agent. Certificates evidencing On or prior to the Shares Closing Date, the Company shall execute and Warrant Shares shall not contain any legend deliver irrevocable written instructions to the transfer agent for its Common Stock (the “Transfer Agent”), and provide each Investor with a copy thereof, directing the Transfer Agent (i) while a registration statement (including to issue certificates representing Warrant Shares upon exercise of the Registration Statement) covering the resale of such security is effective under the Securities Act, Warrants and (ii) following any sale of to deliver such Shares or Warrant Shares pursuant to Rule 144, (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as certificates to such Shares and Warrant Shares and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Shares or Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the Shares or Warrant Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares or Warrant Shares or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 4.8, it will, Investor no later than three Trading Days the close of business on the third (3rd) business day following the delivery by a Purchaser to related Exercise Date (as defined in the Company or the Transfer Agent of a certificate representing Shares or Warrant SharesWarrants), as the case may be, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver . Such certificates may bear legends pursuant to applicable provisions of this Agreement or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legendsapplicable law. The Company may shall instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to an Investor upon exercise of the Warrants, and as long as the Transfer Agent is a participant in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, and such Investor has not make informed the Company that it wishes to receive physical certificates therefor, and no legend is required to appear on any notation on physical certificate if issued, the transfer agent shall effect delivery of Warrant Shares by crediting the account of such Investor or its records or nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with each Investor that it will not give instructions any instruction to the Transfer Agent that enlarge will conflict with the restrictions on transfer set forth in this Section 4.8. Certificates for Securities subject foregoing instruction or otherwise restrict such Investor’s right to legend removal hereunder shall be transmitted by exercise the Warrant or to receive Warrant Shares upon exercise of the Warrants, provided, however, that the Company may (x) instruct the Transfer Agent to not issue shares upon the Purchaser exercise of any Warrants if such issuance would cause the aggregate number of shares of Common Stock issued by crediting the account of Company pursuant to this Agreement and the PurchaserWarrants to exceed the Cap Amount and (y) take any such other action that the Company deems necessary or appropriate in order to ensure compliance with Section 4.12 hereof. In the event that the Company’s prime broker relationship with the Depository Trust Transfer Agent should be terminated for any reason, the Company System shall use its reasonable best efforts to cause the Transfer Agent to continue acting as directed transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by such Purchaserthe Company and receives the instructions described above.

Company's Instructions to Transfer Agent. Certificates evidencing Upon reception by the Shares Company of a notice to exercise by a holder of the Warrant , the Company shall execute and Warrant Shares shall not contain any legend deliver irrevocable written instructions to the transfer agent for its Common Stock (the "Transfer Agent"), and provide Purchaser with a copy thereof, directing the Transfer Agent (i) while a registration statement (including to issue certificates representing Warrant Shares upon exercise of the Registration Statement) covering the resale of such security is effective under the Securities Act, Warrant and (ii) to deliver such certificates to Purchaser no later than the close of business on the third (3rd) Business Day following any sale of the related Exercise Date (as defined in the Warrant). Such certificates shall bear only such Shares or Warrant Shares legends as are required pursuant to Rule 144, (iii) if such Shares Section 5.4 hereof or Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares and Warrant Shares and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission)law. The Company shall cause its counsel instruct the transfer agent that, in lieu of delivering physical certificates representing shares of Common Stock to issue a legal opinion to Purchaser upon conversion of the Preferred Shares, or exercise of the Warrant, and as long as the Transfer Agent promptly after is a participant in the Effective Date Depository Trust Company ("DTC") Fast Automated Securities Transfer program ("FAST"), and Purchaser has not informed the Company that it wishes to receive physical certificates therefor, and no restrictive legend is required to appear on any physical certificate if required by issued, the Transfer Agent to transfer agent may effect the removal of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale delivery of the Warrant Shares, by crediting the account of Purchaser or if such Shares or Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the Shares or Warrant Shares may be sold under Rule 144 without the requirement its nominee at DTC for the Company to be in compliance with number of shares for which delivery is required hereunder within the current public information required under Rule 144 as to such Shares or Warrant Shares or if such legend is not otherwise required under applicable requirements time frame specified above for delivery of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant Shares shall be issued free of all legendscertificates. The Company represents to and agrees with Purchaser that following the Effective Date or at such time as such legend is no longer required under this Section 4.8, it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may will not make give any notation on its records or give instructions instruction to the Transfer Agent that enlarge will conflict with the restrictions on transfer set forth in this Section 4.8foregoing instruction or otherwise restrict Purchaser's right to exercise the Warrant or to receive Warrant Shares upon exercise of the Warrant. Certificates In the event that the Company's relationship with the Transfer Agent should be terminated for Securities subject any reason, the Company shall use its best efforts to legend removal hereunder shall be transmitted by cause the Transfer Agent to continue acting as transfer agent pursuant to the Purchaser terms hereof until such time that a successor transfer agent is appointed by crediting the account of Company and receives the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserinstructions described above.

Company's Instructions to Transfer Agent. Certificates evidencing On or prior to the Shares Closing Date, the Company shall execute and Warrant Shares shall not contain any legend deliver irrevocable written instructions to the transfer agent for its Common Stock (the “Transfer Agent”), and provide Investor with a copy thereof, directing the Transfer Agent (i) while a registration statement (including to issue certificates representing Conversion Shares upon conversion of the Registration Statement) covering Series B Preferred Stock in accordance with the resale Certificate, in the name of such security is effective under the Securities ActInvestor or its nominee, and (ii) following any sale to deliver such certificates to Investor no later than the close of such Shares or Warrant Shares business on the Delivery Date (as defined in the Certificate). Such certificates may bear legends pursuant to Rule 144, (iii) if such Shares applicable provisions of this Agreement or Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares and Warrant Shares and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission)law. The Company shall cause its counsel to issue a legal opinion to instruct the Transfer Agent promptly after that, in lieu of delivering physical certificates representing shares of Common Stock to Investor upon conversion of the Effective Date if required by Series B Preferred Stock, as long as the Transfer Agent to effect is a participant in the removal of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant SharesDepository Trust Company (“DTC”) Fast Automated Securities Transfer program, or if such Shares or Warrant Shares may be sold under Rule 144 and Investor has not informed the Company that it wishes to receive physical certificates therefor, and no legend is then in compliance with required to appear on any physical certificate if issued, the current public information required under Rule 144, Transfer Agent shall effect delivery of Conversion Shares by crediting the account of Investor or if the Shares or Warrant Shares may be sold under Rule 144 without the requirement its nominee at DTC for the Company to be in compliance with number of shares for which delivery is required hereunder within the current public information required under Rule 144 as to such Shares or Warrant Shares or if such legend is not otherwise required under applicable requirements time frame specified above for delivery of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant Shares shall be issued free of all legendscertificates. The Company represents to and agrees with Investor that following the Effective Date or at such time as such legend is no longer required under this Section 4.8, it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may will not make give any notation on its records or give instructions instruction to the Transfer Agent that enlarge will conflict with the restrictions on transfer set forth foregoing instruction or otherwise restrict Investor’s right to convert the Series B Preferred Stock or to receive Conversion Shares in this Section 4.8accordance with the terms of the Certificate. Certificates In the event that the Company’s relationship with the Transfer Agent should be terminated for Securities subject any reason, the Company shall use its best efforts to legend removal hereunder shall be transmitted by cause the Transfer Agent to continue acting as transfer agent pursuant to the Purchaser terms hereof until such time that a successor transfer agent is appointed by crediting the account of Company and receives the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaserinstructions described above.

Company's Instructions to Transfer Agent. Certificates evidencing On or prior to the Shares Closing Date, the Company shall execute and Warrant Shares shall not contain any legend deliver irrevocable written instructions to the transfer agent for its Common Stock (the "TRANSFER AGENT"), and provide the Holder with a copy thereof, directing the Transfer Agent (i) while to issue certificates representing Conversion Shares upon conversion of the Subordinated Debenture and receipt of a registration statement valid Conversion Notice (including as defined in the Registration StatementSubordinated Debenture) covering from the resale Holder, in the amount specified in such Conversion Notice, in the name of such security is effective under the Securities ActHolder or its nominee, (ii) to issue certificates representing Warrant Shares upon exercise of the Warrants and (iii) to deliver such certificates to the Holder no later than the close of business on the third (3rd) business day following the related Conversion Date (as defined in the Subordinated Debenture) or Exercise Date (as defined in the Warrants), as the case may be. The certificates for the Warrant Shares issuable upon exercise of the 2001 Warrants may bear a restrictive legend until the second anniversary of the issue date of the 2001 Warrants (or any sale other period that may apply in the event that Rule 144(k) under the Securities Act is amended), which legend will be removed at any time after such second anniversary (or after the expiration of such other period) upon the Holder's request and satisfaction of the requirements of Rule 144(k), or if such Warrant Shares are sold prior to such second anniversary pursuant to Rule 144 under the Securities Act and customary representation letters are provided to the Company, provided that in either such case that such Warrant Shares were issued pursuant to the cashless exercise provisions of the applicable Warrant. The Company shall instruct the transfer agent that, in lieu of delivering physical certificates representing Conversion Shares or Warrant Shares pursuant to Rule 144the Holder, and as long as (i) the Transfer Agent is a participant in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, (ii) the Holder has not informed the Company that it wishes to receive physical certificates therefor, and (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares and Warrant Shares and without volume or manner-of-sale restrictions, or (iv) if such no legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff terms of the Commission). The Company shall cause its counsel this Agreement to issue a legal opinion to appear on any physical certificate if issued, the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to may effect the removal delivery of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Shares or Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the Shares or Warrant Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares or Warrant Shares or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 4.8, it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Conversion Shares or Warrant Shares, as the case may be, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.8. Certificates for Securities subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker Holder or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with the Depository Trust Holder that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict the Holder's right to convert the Subordinated Debenture or to receive Conversion Shares in accordance with the terms of the Subordinated Debenture or to exercise the Warrant or to receive Warrant Shares upon exercise of the Warrants. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company System shall use its best efforts to cause the Transfer Agent to continue acting as directed transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by such Purchaserthe Company and receives the instructions described above.

Company's Instructions to Transfer Agent. Certificates evidencing On or prior to the Shares Closing Date, the Company shall execute and Warrant Shares shall not contain any legend deliver irrevocable instructions to its transfer agent (the "TRANSFER AGENT") (i) while to issue certificates representing Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Certificate of Designation and receipt of a registration statement valid Conversion Notice (including as defined in the Registration StatementCertificate of Designation) covering from the resale holder thereof in the amount specified in such Conversion Notice, in the name of such security is effective under the Securities Actholder or its nominee, (ii) following any sale to issue certificates representing the Dividend Payment Shares upon the issuance thereof in accordance with the Certificate of such Shares or Warrant Shares pursuant to Rule 144Designation, (iii) if to deliver such Shares or Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as certificates to such Shares and Warrant Shares and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Shares or Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the Shares or Warrant Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares or Warrant Shares or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 4.8, it will, holder no later than three Trading Days the close of business on or before the later of (a) the third (3rd) business day following the delivery by a Purchaser related Conversion Date or Dividend Payment Date (each as defined in the Certificate of Designation), as the case may be, and (b) the date on which the certificate(s) representing the Preferred Shares being converted are delivered to the Company or the Transfer Agent of a certificate representing by such holder and (iv) that the Conversion Shares or Warrant the Dividend Payment Shares, as the case may be, issued with will not bear a restrictive legend as long as (A) the resale or transfer (including without limitation a pledge) of such third Trading Dayshares is registered pursuant to an effective registration statement, (B) such shares can be sold pursuant to Rule 144, a registered broker dealer provides to the Company a customary broker's Rule 144 letter and the holder delivers to the Company a customary seller's representation letter including without limitation a representation of the holder's present intention to sell such shares, or (C) such shares are eligible for resale under Rule 144(k), and, with respect to shares upon which such legend may be stamped, upon the occurrence of any such event, the “Legend Removal Date”), deliver or cause Transfer Agent shall issue new certificates without such legend to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legendsthe holder upon request. The Company may not make any notation on its records or give instructions to shall instruct the Transfer Agent that enlarge that, in lieu of delivering physical certificates representing shares of Common Stock to a Purchaser upon conversion of the restrictions on transfer set forth in this Section 4.8. Certificates for Securities subject to legend removal hereunder shall be transmitted by Preferred Shares, or issuance of the Dividend Payment Shares, and as long as the Transfer Agent to is a participant in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and the Purchaser has not informed the Company that it wishes to receive physical certificates therefor, the transfer agent may effect delivery of Conversion Shares or Dividend Payment Shares, as the case may be, by crediting the account of the Purchaser’s prime broker Purchaser or its nominee at DTC for the number of shares for which delivery is required hereunder within the time frame specified above for delivery of certificates. The Company represents to and agrees with the Depository Trust Purchaser that it will not give any instruction to the Transfer Agent that will conflict with the foregoing instruction or otherwise restrict the Purchaser's right to convert the Preferred Shares or to receive Conversion Shares or Dividend Payment Shares in accordance with the terms of the Certificate of Designation. In the event that the Company's relationship with the Transfer Agent should be terminated for any reason, the Company System will use its best efforts to cause the Transfer Agent to continue to act as directed transfer agent pursuant to the terms hereof until such time that a successor transfer agent is appointed by such Purchaserthe Company and receives the instructions described above.