Compliance with the Securities Act of 1933. The Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant or similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.
Compliance with the Securities Act of 1933. Neither this Warrant nor the Common Stock issued upon exercise hereof nor any other security issued or issuable upon exercise of this Warrant may be offered or sold except as provided in this Warrant and in conformity with the Securities Act of 1933, as amended, and then only against receipt of an agreement of such person to whom such offer of sale is made to comply with the provisions of this Section 4 with respect to any resale or other disposition of such security. The Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant or similar legend on any security issued or issuable upon exercise of this Warrant until the Warrant Shares have been registered for resale under the Registration Rights Agreement or until Rule 144 is available, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.
Compliance with the Securities Act of 1933. Neither this Warrant nor the Common Stock issued upon exercise hereof nor any other security issued or issuable upon exercise of this Warrant may be offered, sold or transferred except as provided in this agreement and in conformity with the Securities Act, and then only against receipt of an agreement of such person to whom such offer of sale is made to comply with the provisions of this Section 4 with respect to any resale or other disposition of such security. The Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant or similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.
Compliance with the Securities Act of 1933. (a) This Warrant or the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may not be sold or otherwise disposed of except as follows:
(i) the holder of the Warrant or the Warrant Shares has delivered to the Company an opinion of counsel, which opinion is reasonably acceptable to the Company, that the transfer is exempt from the registration requirement of the Act and the proposed transferee has delivered to the Company an agreement to comply with the obligations of the holder of this Warrant which agreement shall be reasonably satisfactory in form and substance to the Company; or
(ii) to any person upon delivery of a prospectus then meeting the requirements of the Act relating to such securities and the offering thereof for such sale or disposition.
(b) Notwithstanding anything to the contrary herein, the Company shall not be obligated to deliver any securities issuable on exercise of this Warrant unless the issuance of such securities has been registered under the Act or, in the opinion of counsel to the Company, the issuance is exempt from the registration requirements of the Act and applicable state securities laws. This Warrant may not be exercised by, nor may any securities be issued to, any Registered Holder in any state in which such exercise would be unlawful.
Compliance with the Securities Act of 1933. This Warrant may only be exercised by the Warrantholder if the Warrantholder is an “accredited investor” as defined by Rule 501 of Regulation D. The Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.
Compliance with the Securities Act of 1933. The Optionee understands and agrees that the Option Shares have not been registered under the Securities Act of 1933 (“1933 Act”) or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Optionee contained herein), and that Option Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.
Compliance with the Securities Act of 1933. Except as provided in the Securities Purchase Agreement among the Company and the initial holders of the Company Warrants (as defined in Section 20 below) (the “Securities Purchase Agreement”), the Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant or similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.
Compliance with the Securities Act of 1933. The holder of this Warrant agrees that the Company will authorize transfers of this Warrant and all Shares purchased upon exercise hereof only when the securities which the holder desires to transfer have been registered under the Securities Exhibit A Act of 1933, as amended (the "Securities Act"), and any applicable state or other jurisdiction's securities laws or when the request for transfer is accompanied by an opinion of counsel (which opinion and the counsel rendering such opinion shall be reasonably acceptable to the Company) to the effect that the sale or proposed transfer does not require registration under the Securities Act or any state or other jurisdiction's securities laws, and the holder agrees that the following legend to such effect, if the Company so desires, may be placed on the certificate or certificates representing any of the Shares purchased upon exercise of this Warrant and a stop transfer order may be placed with respect thereto. THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY REGISTRATION UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.
Compliance with the Securities Act of 1933. Except as provided in the Purchase Agreement, the Company may cause the Securities Act legend set forth on the first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.
Compliance with the Securities Act of 1933. Except as provided in the Purchase Agreement, the Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant, [and, if required, a similar legend on any security issued or issuable upon exercise of this Warrant], unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary. For the avoidance of doubt, the Warrant Shares will be considered “Registrable Common Stock” for purposes of the Registration Rights Agreement, dated as of April , 2012, by and among the Company, the Warrantholder and the other parties named therein (the “Registration Rights Agreement”) and will be entitled to the registration rights set out therein.
