COVENANTS OF THE DEBENTURE HOLDER. The Debenture Holder covenants not to offer, sell, transfer, assign, mortgage, pledge, or otherwise dispose of or encumber the Debenture delivered to him pursuant to this Agreement unless in the opinion of counsel acceptable to CryoLife given prior to such transaction, (a) such transaction may be effected in compliance with the Securities Act, the Florida Act and any other applicable state securities or Blue Sky law, and without registration thereunder, or (b) if such registration is required, that such registration has become effective and remains in effect.
