Common use of Legend on Shares and Warrants Clause in Contracts

Legend on Shares and Warrants. Warrantholder hereby represents and warrants to the Company that (i) Warrantholder understands that the offering and sale of the Warrants and the shares purchasable upon exercise thereof have not been, and will not be, registered under the Act or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, and that, as such, the Warrants and the shares purchasable upon exercise thereof will not be freely transferable, that certificates representing the Securities will bear restrictive legends under applicable federal and state securities laws as provided below and shall be subject to stops on transfer. Each certificate for Warrants or Shares issued upon exercise of the Warrants shall bear the following legend, unless, at the time of exercise, such Shares or Warrants are subject to a currently effective Registration Statement under the Act and, if required, are subject to a currently effective qualification or registration under any applicable securities laws of any other jurisdiction: THE SALE, TRANSFER, ASSIGNMENT, PLEDGE OR HYPOTHECATION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS SUCH TRANSACTION IS DULY REGISTERED UNDER THE ACT AND ALL OTHER APPLICABLE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE ACT AND ALL OTHER APPLICABLE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER A WARRANT AGREEMENT DATED AS OF MARCH 4, 1999, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER. Any certificate issued at any time in exchange or substitution for any certificate bearing such legends (except a new certificate issued upon completion of a registered distribution as provided above) shall also bear the above legends unless, in the opinion of the Company's counsel, the securities represented thereby need no longer be subject to such restrictions.

Legend on Shares and Warrants. Warrantholder hereby represents and warrants to the Company that (i) Warrantholder understands that the offering and sale of the Warrants and the shares purchasable upon exercise thereof have not been, and will not be, registered under the Act or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, and that, as such, the Warrants and the shares purchasable upon exercise thereof will not be freely transferable, that certificates representing the Securities will bear restrictive legends under applicable federal and state securities laws as provided below and shall be subject to stops on transfer. Each certificate for Warrants or Shares issued upon exercise of the Warrants shall bear the following legend, unless, at the time of exercise, such Shares or Warrants are subject to a currently effective Registration Statement under the Act and, if required, are subject to a currently effective qualification or registration under any applicable securities laws of any other jurisdiction: THE SALE, TRANSFER, ASSIGNMENT, PLEDGE OR HYPOTHECATION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS SUCH TRANSACTION IS DULY REGISTERED UNDER THE ACT AND ALL OTHER APPLICABLE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE ACT AND ALL OTHER APPLICABLE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER A WARRANT AGREEMENT DATED AS OF MARCH 4NOVEMBER 1, 19991996, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER. Any certificate issued at any time in exchange or substitution for any certificate bearing such legends (except a new certificate issued upon completion of a registered distribution as provided above) shall also bear the above legends unless, in the opinion of the Company's =s counsel, the securities represented thereby need no longer be subject to such restrictions.