Common use of Limitation on Sales, etc Clause in Contracts

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. The Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the underlying shares of Common Warrant Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "ACTAct"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Warrant 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 and the Warrant Stock issued upon its exercise and registration or qualification of this Warrant or such underlying shares of Common Warrant Stock under any applicable Blue Sky or state securities laws law 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 Warrant 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 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, investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the registered Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Common Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Common Warrant 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 issued pursuant to diligently pursue completion of such action or the receipt of such consentexercise.

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 "ACTAct"), 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 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. The Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the underlying shares of Common Warrant Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "ACTAct"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Warrant 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 and the Warrant Stock issued upon its exercise and registration or qualification of this Warrant or such underlying shares of Common Warrant Stock under any applicable Blue Sky or state securities laws law then in effect, or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Notwithstanding the foregoing, the holder acknowledges that it may not sell the Warrant or any Warrant Shares until one year after the Effective Date without the prior written consent of GKN; provided, however, that, if necessary for the Common Stock to obtain Nasdaq listing, and with GKN's consent, such restriction on sale of the Warrants and Warrant Shares may be made unconditional and extended up to one additional year. Without limiting the generality of the foregoing, unless the offering and sale of the Common Warrant 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 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, investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event a legend in substantially the registered Holder following form shall be bound by the provisions of a legend to such effect on endorsed upon the certificate(s) representing the Common Stock. In additionWarrant Stock issued pursuant to such exercise: The securities represented by this certificate have not been registered under the Securities Act of 1933, without limiting the generality of the foregoingas amended ("Act"), 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 laws and may not be offered or "blue sky" sold except pursuant to (i) an effective registration statement under the Act and such state securities laws, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), PROVIDED or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to the Corporation, that an exemption from registration under the Company shall use all reasonable efforts in good faith to diligently pursue completion of Act and such action or the receipt of such consentstate securities laws is available.

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 "ACTAct"), 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, 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 consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws), PROVIDED provided that the Company shall use be using all reasonable efforts in good faith to diligently pursue completion of such action or the receipt of such consent.

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 "ACTAct"), 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 consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws), PROVIDED 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. 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 "ACTAct"), 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 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. The Holder, and each subsequent Each holder of this WarrantWarrant acknowledges that, if anynotwithstanding the provisions of Section 5 hereof, acknowledges that this Warrant and the underlying shares of Common 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")legislation, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Warrant 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 and the Warrant Stock issued upon its exercise and registration or qualification of this Warrant or such underlying shares of Common Warrant Stock under any applicable Blue Sky or state securities laws law 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 Warrant 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 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, investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the registered Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Common Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Common Warrant 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 issued pursuant to diligently pursue completion of such action or the receipt of such consentexercise.