Common use of Compliance with the Securities Act of 1933 Clause in Contracts

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. (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) to a person who, in the holder of the Warrant or the Warrant Shares has delivered to the Company an opinion of counsel, which opinion is counsel reasonably acceptable to the Company, that is a person to whom this Warrant or Warrant Shares may legally be transferred without registration and without the transfer is exempt from the registration requirement delivery of a current prospectus under the Act with respect thereto, and the proposed transferee has delivered to the Company against receipt of an agreement of such person 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. (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) to a person who, in the holder of the Warrant or the Warrant Shares has delivered to the Company an opinion of counsel, which opinion is counsel reasonably acceptable to the Company, that is a person to whom this Warrant or Warrant Shares may legally be transferred without registration and without the transfer is exempt from the registration requirement delivery of a current prospectus under the Act with respect thereto, and the proposed transferee has delivered to the Company against receipt of an agreement of such person 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 or any other person in any state in which such exercise would be unlawful.