Personal Property Securities Act 2009 (Cth Sample Clauses

Personal Property Securities Act 2009 (Cth. (a) A term used in this clause 3.5 has the same meaning as in the PPSA. (b) For so long as any of the monies owing by the Client to ZIRILIO under this Agreement remain unpaid, or for so long as the Hardware Products are consigned, rented or leased, the Client acknowledges that by virtue of clause 3.4(b) and/or clause 3.4(c) of this Agreement, ZIRILIO has a Security Interest in the Hardware Products and their Proceeds under the PPSA, which gives rise to remedies of repossession of the Hardware Products in accordance with the PPSA or otherwise where ZIRILIO seeks to enforce their Security Interest and this Agreement constitute a Security Agreement that covers the Hardware Products for the purposes of the PPSA. (c) The Client agrees to keep the Hardware Products separate from other goods and maintain the labelling and packaging of ZIRILIO so that the Hardware Products are readily identifiable as the property of ZIRILIO. (d) The Client will, at ZIRILIO's request, do anything (including obtaining consents, giving notices or directions to any person, making amendments to this Agreement or a Security Agreement or executing a new document) for the purpose of: (i) ensuring that any Security Interest granted by the Client to ZIRILIO attaches to the collateral that is intended to be covered by that Security Interest, is enforceable, perfected and otherwise effective, and has the priority required by ZIRILIO; (ii) enabling ZIRILIO to prepare and register a financing statement or financing change statement; or (iii) enabling ZIRILIO to exercise any of its rights or powers in connection with any such Security Interest. (e) The Client will promptly provide any information requested by ZIRILIO in connection with any Security Interest granted by the Client to ZIRILIO to enable ZIRILIO to exercise any of its rights or powers or perform any of its obligations under the PPSA. (f) The Client waives its right to receive any notices (including notice of a verification statement) required to be given under the PPSA unless that requirement cannot be excluded. (g) Except if section 275(7) of the PPSA applies, each of ZIRILIO and the Client agree not to disclose any information of the kind referred to in section 275(1) of the PPSA that is not publicly available. (h) Despite anything contained in this Agreement, ZIRILIO is not required to disclose any information of the kind referred to in section 275(1) of the PPSA. (i) Anything that the Client is required by ZIRILIO to do under thi...
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Personal Property Securities Act 2009 (Cth. 10.1. The Agreement constitutes a Security Agreement for the purposes of the PPSA and a Purchase Money Security Interest is taken by RCS Telecommunications in the Equipment, including, but not limited to, all other present and after-acquired property. 10.2. The Customer undertakes to: 10.2.1. sign any further documents and/or provide further information, such information to be complete, accurate and up to date in all respects which RCS Telecommunications may reasonably require to register a Financing Statement or Financing Change Statement on the PPSR; 10.2.2. indemnify, and upon demand, reimburse RCS Telecommunications for all expenses incurred in registering a Financing Statement or Financing Change Statement on the PPSR; and 10.2.3. give RCS Telecommunications not less than 14 days’ prior written notice of any proposed change in the Customer’s details, including but not limited to, changes in address, facsimile number, or business practice. 10.3. Unless otherwise agreed to in writing by RCS Telecommunications, the Customer waives its right to receive a Verification Statement in accordance with section 157(3) of the PPSA. 10.4. Pursuant to section 275(6) of the PPSA, the Customer agrees it will not disclose to an interested person information pertaining to RCS Telecommunications’ Purchase Money Security Interest without prior approval of RCS Telecommunications. 10.5. Pursuant to section 115 of the PPSA, the Customer agrees, to the extent permitted by law, that it shall have no rights under Chapter 4 (Enforcement of security interests) to receive: 10.5.1. a notice of removal of Accession; 10.5.2. a notice of enforcing Security Interests in accordance with land law decisions; 10.5.3. a notice of disposal of Collateral; 10.5.4. a statement of account where there is no disposal of Collateral; and 10.5.5. a notice of retention of Collateral.
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Personal Property Securities Act 2009 (Cth applies.
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Personal Property Securities Act 2009 (Cth. (a) The Supplier acknowledges and agrees that: (i) if and to the extent that the Main Contractor or HLL at any time form a belief on reasonable grounds that the Main Contractor is, or will become, a secured party arising out of or in connection with this Subcontract or any transaction contemplated by this Subcontract, the Main Contractor or HLL may at the Supplier's expense take all steps that the Main Contractor or HLL considers advisable to: (A) perfect, protect, record, register, amend or remove the registration of the Main Contractor’s Security Interest in any relevant personal property that is the subject of this Security Interest (relevant personal property); and (B) better secure the Main Contractor’s position in respect of the relevant personal property under the PPSA; (ii) it will do all things reasonably necessary to assist the Main Contractor or HLL to take the steps described in clause 23.1(a)(i); (iii) it irrevocably and unconditionally waives its right to receive any verification statement in respect of any financing statement or financing change statement relating to any Security Interests of the Main Contractor in the relevant personal property; (iv) if, and only if, the Main Contractor is or becomes a secured party in relation to relevant personal property, and to the extent only that Chapter 4 of the PPSA would otherwise apply to an enforcement of a Security Interest in relevant personal property, the Supplier, HLL and the Main Contractor agree that, pursuant to section 115 of the PPSA, the following provisions of the PPSA do not apply in relation to those Security Interests to the extent, if any, mentioned in section 115, section 117, section 118, section 120, subsection 121(4), section 125, section 129, section 130, subsection 132(3)(d), subsection 132(4), section 142, and section 143; (v) subject to section 275(7) of the PPSA, it will not disclose the contents of this Subcontract, the amount or performance obligation secured by the Main Contractor’s Security Interest in relevant personal property and the other information mentioned in section 275(1) of the PPSA pursuant to section 275(4) of the PPSA; (vi) it must immediately notify the HLL or the Main Contractor if the Supplier becomes aware of any person other than the Main Contractor taking steps to register, or registering, a financing statement in relation to relevant personal property; and (vii) it must arrange for the removal or cessation of any registration of any Security Inter...
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Personal Property Securities Act 2009 (Cth. “PPSA”) 9.1 In this clause, financing statement, financing change statement, inventory, purchase money security interest, security agreement, and security interest have the meaning given to it by the PPSA. 9.2 Upon assenting to these terms and conditions in writing the Hirer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates and grants a security interest in all Goods and/or collateral (account) – being a monetary obligation of the Hirer to the Owner for Services – that have previously been supplied and that will be supplied in the future by the Owner to the Hirer. 9.3 The Hirer acknowledges the security is granted to secure the obligation to pay all amounts payable and to meet all obligations under this agreement (Indebtedness). The Hirer warrants that this Agreement does not relate to personal, domestic, or household purposes. 9.4 Where the Goods and/or proceeds are not readily identifiable and/or traceable or their recoverable value is insufficient to pay the Indebtedness, the security interest shall also extend to all the Goods present and after acquired by the Customer, of which the Goods form part, to the extent required to secure the Indebtedness. 9.5 The Hirer undertakes to do anything (such as obtaining consents and signing documents) which the Owner requires for the purposes of ensuring that any Security Interest of an Owner is enforceable, perfected, and otherwise effective as a first priority security interest under PPSA. 9.6 The Hirer waives any right to receive notice in relation to any registration or amendment to a registration on the PPSR. At its own expense, the Hirer will provide all reasonable assistance and relevant information to enable us to register on the PPSR and generally to obtain, maintain, register, and enforce the security interests created by this agreement. 9.7 Any payments received by the Owner from the Hirer shall be deemed to be made and applied by us in the following order (unless otherwise determined by the Owner): (1) to any obligation owed by the Hirer which is unsecured, in the order in which the obligations were incurred; (2) to any obligations that are secured, but not by a purchase money security interest (PMSI), in the order in which those obligations were incurred (3) to obligations that are secured by a PMSI, in the order in which those obligations were incurred.
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Personal Property Securities Act 2009 (Cth. “PPSA”) (a) In this clause, the terms proceeds, Security Interest and PPS Lease have the meanings given to those expressions in the PPSA. (b) To the extent this Agreement gives rise to a Security Interest (including a PPS Lease), Komatsu may register a Security Interest in favour of Komatsu with respect to the Equipment and any proceeds. (c) The Customer undertakes to: (i) promptly do all things, execute all documents and/or provide any information which Komatsu may reasonably require to enable Komatsu to gain, attach, enforce, register, protect and maintain the perfection of a first priority Security Interest; (ii) give Komatsu not less than 14 days’ prior written notice of any proposed change in its name and/or any other change to its details; and (iii) immediately on request by Komatsu (and at the Customer’s expense) obtain from any third party such agreements and waivers of any Security Interest that any third party has in the Equipment, to ensure that Komatsu is provided with or retains a first priority security interest in the Equipment. (d) If the Customer defaults on any monies due under this Agreement, Komatsu has the right to seize the Equipment after giving written notice of such intention to the Customer. Equipment seized under this clause may be disposed of, retained by, or otherwise dealt with by Komatsu, in any way Komatsu sees fit. (e) The Customer must give Komatsu notice if another party with a Security Interest in the Equipment seizes or otherwise deals with the Equipment in a way that might impact Komatsu’s Security Interest. (f) The Customer waives its rights to receive a copy of any verification statements under Section 157 of the PPSA and, to the maximum extent permitted by law, the following provisions of the PPSA do not apply to the enforcement by Komatsu of its security interest in the Equipment: sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142 and 143. (g) The Customer must not disclose information of the kind referred to in Section 275(1) of the PPSA, unless required to do so by Sections 275(7)(b) to 275(7)(e) of the PPSA. The Customer must not, without Komatsu's consent, authorise the disclosure of information pursuant to Section 275(7)(c) of the PPSA nor request Komatsu to give information pursuant to Section 275(7)(d) of the PPSA.
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Personal Property Securities Act 2009 (Cth. (“PPSA”) (i) Terms used in the PPSA have the same meaning in clause 4 and in this clause and “section” refers to a provision of the PPSA. (ii) This clause applies to the Company’s security interests in goods it supplies to the Customer and in proceeds derived therefrom. (iii) The Customer waives it right under section 157(1) to notice of verification of any registration applied for by the Company. (iv) The Company can apply amounts received from the Customer towards amounts owing by the Customer in any order it chooses. (v) The Company may enforce its security interests by exercising all or any of its rights under the PPSA, these Terms and Conditions of Sale or general law. (vi) To the maximum extent permitted under the PPSA the parties contract out of the following sections – 95, 118, 121(4), 125, 129(2), 129(3), 130, 132(3)(d), 132(4), 135, 142, 143 and the second sentence of section 126(2). (vii) The Customer must at its own expense do anything the Company requires of it to ensure the Company’s security interest is perfected and has priority, to obtain and maintain registration of the Company’s security interests or to enforce those interests. (viii) The Customer is liable for all fees and other expenses incurred by the Company in registering a security interest in goods supplied to the Customer or in the proceeds derived therefrom, and all costs of maintaining or changing a registration.
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Personal Property Securities Act 2009 (Cth. 13.1 The Buyer acknowledges and agrees that any Security interest created by this Agreement, or any transaction contemplated by it, extends to, and acts as a Security Interest in respect of, any proceeds (including any account) derived from, or from a dealing with, the Goods and accession to the Goods. 13.2 The Buyer agrees to do anything which the Company may require from time to time to: 13.2.1 Enable the Buyer to register and file valid and effective financing statements or financing change statements with respect to any Security Interest over PPS Property created by these terms and conditions or any transaction contemplated by them; and 13.2.2 Ensure that any Security Interest which is purported to be reserved or created by these terms and conditions, or any transaction contemplated by them, is: I. A first ranking perfected Security Interest over all PS Property; II. Perfected by control to the extent possible under the PPSA; and III. If applicable, recorded as a purchase money security interest on the PPSA (PMSI). 13.3 The Buyer agrees: 13.3.1 Not to, without first providing at least fourteen (14) days written notice to the Company, change its name, ACN, ABN, address, email address, facsimile number or any other details hat have been, or are required to be, recorded on the PPSR in connection with any Security Interest created by these terms and conditions or any transaction contemplated by them; 13.3.2 To pay all costs in connection with the registration, discharge or amendment of any financing statement or financing charge statement; and 13.3.3 Not to, without the prior written consent of the Company, lodge or serve a financing change statement or an amendment demand in relation to any Security Interest created by these terms and ocnditions or any transaction contemplated by them. 13.4 The Buyer acknowledges that the Goods are not intended, and shall not be used for personal, household or domestic purposes. 13.5 The Buyer irrevocably waives the right to receive from the Company any verification statement or notice in relation to a registration event in accordance with section 157(3)(b) of the PPSA. 13.6 The Buyer and the Company agree that, to the extent that section 115(1) of the PPSA allows them to be excluded, sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 138B(4), 142 and 143 are excluded from application to this Agreement. 13.7 To the extent that section 115(7) of the PPSA allows them to be excluded, sections 127, 129(2), 129(3), 13...
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Related to Personal Property Securities Act 2009 (Cth

  • Personal Property Securities Act The Customer acknowledges that under the Contract the Customer grants a Security Interest(s) to the Company, including but not limited to, the lien in Clause 6. The Customer acknowledges that the Contract constitutes a Security Agreement for the purposes of the PPS Act. The Guarantor acknowledges that under the Guarantee the Guarantor grants a Security Interest(s) to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes of the PPS Act. If there is a Security Interest in favour of the Customer or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply to the Security Interests created under or referred to in the Contract or the Guarantee, the following provisions of the PPS Act will not apply: (i) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor; (ii) subsection 121(4) (enforcement of liquid assets – notice to grantor); (iii) section 130 (notice of disposal), to the extent that it requires the secured party to give the grantor a notice; (iv) paragraph 132(3)(d) (contents of statement of account after disposal); (v) subsection 132(4) (statement of account if no disposal); (vi) section 135 (notice of retention); (vii) section 142 (redemption of collateral); and (viii) section 143 (reinstatement of security agreement). The Company does not need to give the Customer or the Guarantor any notice under the PPS Act (including a notice of a Verification Statement) unless the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described in section 275(1) of the PPS Act. The Customer and the Guarantor will not authorise the disclosure of any information of the kind described in section 275(1) of the PPS Act.

  • Securities Act, etc In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 5.04 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

  • Securities Act Compliance After the date of this Agreement, during the Prospectus Delivery Period, the Company shall promptly advise the Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Pricing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, the Pricing Prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Offered Securities from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment or will file a new registration statement and use its best efforts to have such new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

  • Securities Act Liabilities Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration statement filed with the SEC under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K currently generally requires the Company to undertake in connection with any registration statement filed under the Act to submit the issue of the enforceability of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that any such undertaking shall supersede the provisions of this Agreement and to be bound by any such undertaking.

  • Securities Act Exemption Neither the Holder nor anyone acting on behalf of the Holder has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. The Holder understands that the Exchange contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act. The Holder understands that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for the exemption under Section 3(a)(9) of the Securities Act as well as qualifying for exemptions under applicable state securities laws.

  • Security Agreement under Uniform Commercial Code It is the intention of the parties hereto that this Mortgage shall constitute a Security Agreement within the meaning of Article 9 of the Uniform Commercial Code of the State of New York. Notwithstanding the filing of a financing statement covering any of the Mortgaged Property in the records normally pertaining to personal property, all of the Mortgaged Property, for all purposes and in all proceedings, legal or equitable, shall be regarded, at Mortgagees' option (to the extent permitted by law) as part of the Real Estate whether or not any such item is physically attached to the Real Estate or serial numbers are used for the better identification of certain items. The mention in any such financing statement of any of the Mortgaged Property shall never be construed as in any way derogating from or impairing this declaration and it is the hereby stated intention of the parties that such mention in protection of Mortgagee in the event any court shall at any time hold that notice of Mortgagee's priority of interest, to be effective against any third party, including the federal government and any authority or agency thereof, must be filed in the Uniform Commercial Code records. Mortgagor and Borrower hereby agree that each shall execute and hereby authorizes Mortgagee to file any financing and continuation statements which Mortgagee shall determine in its sole discretion are necessary or advisable in order to perfect it security interest in the Equipment and Personalty covered by this Mortgage, and Borrower shall pay any expenses incurred by Mortgagee in connection with the preparation, execution and filing of such statements that may be filed by Mortgagee, or, if paid by Mortgagee, such amounts, together with interest at the Default Rate, shall be added to the Indebtedness, payable on demand, and shall be secured by this Mortgage.

  • References to Statutes, Public Acts, Regulations, Codes and Executive Orders All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

  • Securities Act Matters The Holder represents and warrants to the Company as of the date hereof that: (a) The Holder is acquiring this Warrant for its own account, without a view to, or sale in connection with, the distribution thereof. The Holder has no present agreement, undertaking, arrangement, commitment or obligation providing for the disposition of the Warrant or the Warrant Shares, all without prejudice, however, to the right of the Holder at any time, in accordance with this Warrant, lawfully to sell or otherwise to dispose of all or any part of the Warrant or Warrant Shares held by it; (b) The Holder is an “accredited investor” within the meaning of Regulation D under the Securities Act. The Holder has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Warrant; (c) The Holder acknowledges that, subject to the Registration Rights Agreement and the DSW Registration Rights Agreement (A) the Warrants and the Warrant Shares have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Shares are not so registered, the Holder must bear the economic risk of holding this Warrant and the Warrant Shares for an indefinite period of time unless the Warrants and the Warrant Shares are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Shares in the future and, if so, may only be available for sales in limited amounts; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Shares, there is no assurance that such market will be in existence in the future; and (d) If the Holder decides to dispose of this Warrant or the Warrant Shares, which it does not now contemplate, the Holder can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act.

  • Securities Act of 1933 A registration statement under the Securities Act of 1933, as amended (the "1933 Act") has been filed and is currently effective, or will be effective prior to the sale of any Shares, and will remain so effective, and all appropriate state securities law filings have been made with respect to all the Shares of the Customer being offered for sale except for any Shares which are offered in a transaction or series of transactions which are exempt from the registration requirements of the 1933 Act and state securities laws; information to the contrary will result in immediate notification to the Transfer Agent.

  • Securities Act Restrictions The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor shall not, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares other than pursuant to an effective registration statement, the Investor shall notify the Company of such transfer and the Company may require the Investor to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 10, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.

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