Common use of Legend and Stop Transfer Orders Clause in Contracts

Legend and Stop Transfer Orders. Unless the shares issuable upon exercise hereof have been registered under the Securities Act, or the Company shall have received an opinion of counsel reasonably satisfactory to the Company to the effect that it is not required, upon exercise of the Warrant and the issuance of any of the shares of Common Stock covered by this Warrant, the Company shall instruct its transfer agent, if any, to enter stop transfer orders with respect to such shares, and all certificates representing such shares shall bear on the face thereof substantially the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL TO THE HOLDER HEREOF IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

Legend and Stop Transfer Orders. Unless the shares issuable upon exercise hereof Warrant Shares have been registered under the Securities Act, or the Company shall have received an opinion of counsel reasonably satisfactory to the Company to the effect that it is not required, upon exercise of any of the Warrant Warrants and the issuance of any of the shares of Common Stock covered by this WarrantWarrant Shares, the Company shall instruct its transfer agent, if any, agent to enter stop transfer orders with respect to such shares, and all certificates representing such shares Warrant Shares shall bear on the face thereof substantially the following legend: "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") ), OR APPLICABLE STATE THE "BLUE SKY" OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED TRANSFERRED, AND ANY TRANSFER OR PURPORTED TRANSFER SHALL NOT BE OPERABLE UNDER THE UNIFORM COMMERCIAL CODE, AND THE COMPANY SHALL HAVE NO DUTY TO REGISTER A TRANSFER OF THESE SECURITIES EXCEPT (i) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR IN (ii) PURSUANT TO A TRANSACTION WHICH, IN THE OPINION OF COUNSEL TO THE HOLDER HEREOF IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, IS EXEMPT SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS."OF ANY

Legend and Stop Transfer Orders. Unless the shares issuable upon exercise hereof Warrant Shares have been registered under the Securities Act, or the Company shall have received an opinion of counsel reasonably satisfactory to the Company to the effect that it is not required, upon exercise of any part of the Warrant and the issuance of any of the shares of Common Stock covered by this WarrantWarrant Shares, the Company shall instruct its transfer agent, if any, agent to enter stop transfer orders with respect to such shares, and all certificates representing such shares Warrant Shares shall bear on the face thereof substantially the following legend, insofar as is consistent with Delaware law: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL TO THE HOLDER HEREOF IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

Legend and Stop Transfer Orders. Unless the shares issuable upon exercise hereof Warrant Shares have ------------------------------- been registered under the Securities Act, or the Company shall have received an opinion of counsel reasonably satisfactory to the Company to the effect that it is not required, upon exercise of any part of the Warrant and the issuance of any of the shares of Common Stock covered by this WarrantWarrant Shares, the Company shall instruct its transfer agent, if any, agent to enter stop transfer orders with respect to such shares, and all certificates representing such shares Warrant Shares shall bear on the face thereof substantially the following legend, insofar as is consistent with Delaware law: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR UNDER ANY STATE LAW AND, AS AMENDED (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND OTHER LAWS, MAY NOT BE OFFERED, SOLD, TRANSFERRED, OR IN A TRANSACTION WHICH, IN THE OTHERWISE DISPOSED OF WITHOUT AN OPINION OF COUNSEL TO THE HOLDER HEREOF IN FORM AND SUBSTANCE COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSTHAT SUCH DISPOSITION MAY BE MADE WITHOUT SUCH REGISTRATION."" The foregoing legend shall be removed from the certificates representing any Warrant Shares at the request of the Holder thereof at such time as they become eligible for resale pursuant to Rule 144(k) of the Securities Act.