Limitation on Sales, etc. The Holder, and each subsequent holder of this Warrant, if any, acknowledges that this Warrant and the underlying shares of Common Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "ACT"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Stock issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such underlying shares of Common Stock and registration or qualification of this Warrant or such underlying shares of Common Stock under any applicable Blue Sky or state securities laws then in effect, or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Common Stock to be issued upon the particular exercise of the Warrant shall have been effectively registered under the Act, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the registered Holder shall have executed an investment letter in form and substance reasonably satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment, and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the registered Holder shall be bound by the provisions of a legend to such effect on the certificate(s) representing the Common Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Common Stock hereunder until completion of any action or obtaining of any consent which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws), PROVIDED that the Company shall use all reasonable efforts in good faith to diligently pursue completion of such action or the receipt of such consent.
Limitation on Sales, etc. Each Registered Holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the "Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable Blue Sky or state securities law then in effect, or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect. Notwithstanding the foregoing, the Registered Holder may require the Company to issue a certificate representing the Warrant Stock without a legend in substitution for a legend certificate representing the Warrant Stock if either (i) such Warrant Stock has been registered for resale under the Act or (ii) the Registered Holder has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required with respect to such Warrant Stock. The Company shall use its best efforts to cause all of the Warrant Stock to be registered for resale under the Act as soon as practicable after the issuance of this Warrant.
Limitation on Sales, etc. Each Holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the "Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such Warrant Stock, or (b) an applicable exemption from such registration under such Act. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect. Notwithstanding the foregoing, the Holder may require the Company to issue a certificate representing the Warrant Stock without a legend in substitution for a legended certificate representing the Warrant Stock if either (i) such Warrant Stock has been registered for resale under the Act or (ii) such registration is no longer required under applicable law.
Limitation on Sales, etc. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the "Act"), and agrees not to sell, assign, pledge, hypothecate, distribute, offer for sale, transfer or otherwise dispose of ("Transfer") this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such Warrant Stock and the registration or qualification of this Warrant and such Warrant Stock, or (b) a determination by such holder accompanied by a written opinion of counsel reasonably satisfactory to the Company that such registration and qualification are not required. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect. In addition, the Registered Holder may not Transfer this Warrant in whole or part, or of the Warrant Stock, except in accordance with the terms of that certain Stockholders' Agreement (the "Stockholders' Agreement") of even date herewith, by and among the Company, the Registered Holder, and the other persons named therein.
Limitation on Sales, etc. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of Notwithstanding the foregoing, the Registered Holder may require the Company to issue a certificate representing the Warrant Stock without a legend in substitution for a legended certificate representing the Warrant Stock if either (i) such Warrant Stock has been registered for resale under the Act or (ii) the Registered Holder has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required with respect to such Warrant Stock.
Limitation on Sales, etc. Each holder of this Warrant acknowledges ------------------------ that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the "Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable Blue Sky or state securities law then in effect, or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect, unless there is an effective registration statement for such Warrant Stock.
Limitation on Sales, etc. The Registered Holder is aware that the Warrants and the Common Stock underlying the Warrants have not been registered under the Securities Act of 1933, as amended (the "1933 Act") or any state securities laws. The Registered Holder understands that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements of the Registered Holder in this Agreement. Each Registered Holder represents and warrants that: (1) he has been furnished with all information which he deems necessary to evaluate the merits and risks of the Warrants and a purchase of the Common Stock upon exercise of the Warrants; (2) if he is not an accredited investor, as that term is defined in Section 501 of Regulation D promulgated under the 1933 Act, he has received and reviewed the Offering Memorandum dated October 22, 1998, distributed to each of the investors in the Private Placement, along with a copy of the Company's Form 10-K for the fiscal year ended March 31, 1998 and Forms 10-Q for the fiscal quarters ended June 30, 1998 and September 30, 1998; (3) he has had the opportunity to ask questions concerning the Common Stock and the Company and all questions posed have been answered to his satisfaction; (4) he has been given the opportunity to obtain any additional information he deems necessary to verify the accuracy of any information obtained concerning the Common Stock and the Company; (5) he has such knowledge and experience in financial and business matters that he is able to evaluate the merits and risks of the Warrants and of purchasing the Common Stock and to make an informed investment decision relating thereto; and (6) he will be holding the Warrants and the Common Stock underlying the Warrants for his own account for investment and it will not resell the Warrants or the Common Stock in violation of the 1933 Act. The Registered Holder understands that because the Warrants and the Common Stock will not have been registered under the 1933 Act, he will be required to bear the economic risk of the investment for an indefinite time and that the Warrants and the Common Stock cannot be resold unless the transfer is registered under applicable federal and state securities laws or an exemption from such registration is available. The Registered Holder agrees that it will in no event sell or distribute or otherwise dispose of all or any part of the Warrants or the Common Stock underlying the Warrants unless (1) there is an...
Limitation on Sales, etc. (a) Each holder of this Warrant acknowledges that this Warrant and the Shares have not been registered under the Act, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Shares issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such Shares and registration or qualification of this Warrant or such Shares under any applicable state securities or “blue sky” law then in effect, or (ii) the delivery to the Company of an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required.
Limitation on Sales, etc. The Registered Holder shall be bound by the provisions of the following legend or a legend in substantially similar form which shall be endorsed upon the certificates evidencing the Warrant Stock issued pursuant to such exercise: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
Limitation on Sales, etc. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable Blue Sky or state securities law then in effect, or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required.
