Common use of No Registration under Securities Act Clause in Contracts

No Registration under Securities Act. Neither the Warrants nor the Warrant Shares have been registered under the Securities Act, but they have been issued pursuant to a valid exemption from the Securities Act pursuant to Section 1145 of the Bankruptcy Code. The Holder of each Warrant Certificate, by acceptance thereof, represents that it is acquiring the Warrants to be issued to it for its own account and not with a view to the distribution thereof, and agrees not to sell, transfer, pledge or hypothecate any Warrants or any Warrant Shares unless a registration statement is effective for such Warrants or Warrant Shares under the Securities Act or in the opinion of such holder's counsel (a copy of which opinion shall be delivered to the Company) such transaction is exempt from the registration requirements of the Securities Act; provided that Warrants and Warrant Shares issued to such Holder may be transferred to any Affiliate of such Holder, without any such registration (to the extent permitted by law) or opinion, subject to the foregoing restriction on any further sale, transfer, pledge or hypothecation by such Affiliate.

No Registration under Securities Act. Neither the Warrants nor ------------------------------------ the Warrant Shares have been registered under the Securities Act, but they have been issued pursuant to a valid exemption from the Securities Act pursuant to Section 1145 of the Bankruptcy Code. The Holder of each this Warrant Certificate, by acceptance thereofhereof, represents that it is acquiring the Warrants to be issued to it for its own account and not with a view to the distribution thereof, and agrees not to sell, transfer, pledge or hypothecate any Warrants or any Warrant Shares unless a registration statement is effective for such Warrants or Warrant Shares under the Securities Act, unless the sale is permitted by Rule 144 pursuant to the Securities Act or in the opinion of such holder's counsel (a copy of which opinion shall be delivered to the Company) such transaction is exempt from the registration requirements of the Securities Act; provided that Warrants and Warrant Shares issued to such Holder may be -------- transferred to any Designated Affiliate of such Holder, without any such registration (to the extent permitted by law) or opinion, subject to the foregoing restriction on any further sale, transfer, pledge or hypothecation by such Designated Affiliate.

No Registration under Securities Act. Neither the Warrants nor ------------------------------------ the Warrant Shares have been registered under the Securities Act, but they have been issued pursuant to a valid exemption from the Securities Act pursuant to Section 1145 of the Bankruptcy Code. The Holder of each this Warrant Certificate, by acceptance thereofhereof, represents that it is acquiring the Warrants to be issued to it for its own account and not with a view to the distribution thereof, and agrees not to sell, transfer, pledge or hypothecate any Warrants or any Warrant Shares unless a registration statement is effective for such Warrants or Warrant Shares under the Securities Act, unless the sale is permitted by Rule 144 pursuant to the Securities Act or in the opinion of such holder's counsel (a copy of which opinion shall be delivered to the Company) such transaction is exempt from the registration requirements of the Securities Act; provided that Warrants and Warrant Shares -------- issued to such Holder may be transferred to any Designated Affiliate of such Holder, without any such registration (to the extent permitted by law) or opinion, subject to the foregoing restriction on any further sale, transfer, pledge or hypothecation by such Designated Affiliate.