Common use of No Registration of Securities Clause in Contracts

No Registration of Securities. The Purchaser understands that the Securities and the Warrant Shares have not been registered under the Securities Act and will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Securities or Warrant Shares unless (i) pursuant to an effective registration statement under the Securities Act, (ii) the Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a sale, assignment or transfer of the Securities may be made without registration under the Securities Act and the transferee agrees to be bound by the terms and conditions of this Agreement, (iii) the Purchaser provides the Company with evidence of compliance with Rule 144 promulgated under the Securities Act ("Rule 144"), including reasonable assurances (in the form of seller and broker representation letters) that the Securities and Warrant Shares can be sold pursuant to Rule 144 or (iv) pursuant to Rule 144(k) following the applicable holding period.

No Registration of Securities. The Purchaser understands that the Securities and the Warrant Shares have not been registered under the Securities Act and will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Securities or Warrant Shares unless (i) pursuant to an effective registration statement under the Securities Act, (ii) the Purchaser provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a sale, assignment or transfer of the Securities may be made without registration under the Securities Act and the transferee agrees to be bound by the terms and conditions of this Agreement, (iii) the Purchaser provides the Company with evidence of compliance with Rule 144 promulgated under the Securities Act ("“Rule 144"”), including reasonable assurances (in the form of seller and broker representation letters) that the Securities and Warrant Shares can be sold pursuant to Rule 144 or (iv) pursuant to Rule 144(k) following the applicable holding period.