Common use of Registration of Transfer and Exchanges Clause in Contracts

Registration of Transfer and Exchanges. The Company shall from time to time register the transfer of the Warrants in a Warrant register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney and upon receipt of any applicable transfer taxes or evidence satisfactory to the Company that no such tax is due. Upon any such registration of transfer, a new Warrant shall be issued to the transferee(s) and the surrendered Warrant shall be canceled and disposed of by the Company. If such a transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), the Warrant holder will, if requested by the Company, deliver to the Company an opinion of counsel, which counsel and opinion shall be satisfactory in form, scope and substance to the Company, that the Warrants may be sold publicly without registration under the Securities Act, as well as: (a) an investment covenant satisfactory to the Company signed by the proposed transferee; (b) an agreement by such transferee to the impression of the restrictive investment legend set forth at the beginning of this Warrant; and (c) an agreement by such transferee to be bound by the provisions of this Warrant. This Warrant may be exchanged at the option of the holder(s) hereof, when surrendered to the Company at its office designated for such purpose (the address of which is set forth in Section 8) for another Warrant or other Warrants of like tenor and representing in the aggregate a like number of Warrants, including, without limitation, upon an adjustment in the number of Warrant Shares purchasable upon exercise of this Warrant. Warrants surrendered for exchange shall be canceled and disposed of by the Company.

Registration of Transfer and Exchanges. The (a) Warrant Certificates may be exchanged for other Warrant Certificates representing an equal aggregate number of Warrants or may be transferred in whole or in part. Warrant Certificates to be so exchanged shall be surrendered to the Warrant Agent at its Corporate Office, and, upon satisfaction of the terms and conditions hereof, the Company shall from time execute and the Warrant's Agent shall countersign, issue and deliver in exchange therefor the Warrant Certificate or Certificates which the Registered Holder making the exchange shall be entitled to time receive. (b) The Warrant Agent shall keep, at such office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and the transfer thereof. Upon due presentment for registration of the Warrants in a transfer of any Warrant register to be maintained by Certificate at such office, the Company upon surrender shall execute and the Warrant Agent shall issue and deliver to the transferee or transferees a new Warrant Certificate or Certificates representing an equal aggregate number of Warrants. (c) With respect to any Warrant Certificates presented for registration of transfer, or for exchange or exercise, the subscription or exercise form, as the case may be, on the reverse thereof shall be duly endorsed or be accompanied by a written instrument or instruments of transfer and subscription, in form reasonably satisfactory to the CompanyCompany and the Warrant Agent, duly executed by the registered holder or holders Registered Holder thereof or with such Registered Holder's signature guaranteed. (d) A service charge may be imposed by the duly appointed legal representative thereof Warrant Agent for any exchange, registration or by a duly authorized attorney and upon receipt transfer of any applicable transfer taxes or evidence satisfactory to Warrant Certificates. However, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that no such tax is due. Upon any such registration of transfer, a new Warrant shall be issued to the transferee(s) and the surrendered Warrant shall be canceled and disposed of by the Company. If such a transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), the Warrant holder will, if requested by the Company, deliver to the Company an opinion of counsel, which counsel and opinion shall be satisfactory in form, scope and substance to the Company, that the Warrants may be sold publicly without registration under the Securities Act, as well as:imposed in connection therewith. (ae) an investment covenant satisfactory to the Company signed by the proposed transferee; (b) an agreement by such transferee to the impression of the restrictive investment legend set forth at the beginning of this Warrant; and (c) an agreement by such transferee to be bound by the provisions of this Warrant. This All Warrant may be exchanged at the option of the holder(s) hereof, when surrendered to the Company at its office designated for such purpose (the address of which is set forth in Section 8) for another Warrant or other Warrants of like tenor and representing in the aggregate a like number of Warrants, including, without limitation, upon an adjustment in the number of Warrant Shares purchasable upon exercise of this Warrant. Warrants Certificates surrendered for transfer or exchange shall be promptly canceled and disposed of by the CompanyWarrant Agent. (f) Prior to due presentment for registration or transfer thereof, the Company and the Warrant Agent may deem and treat the Registered Holder of any Warrant Certificate as the absolute owner thereof of each Warrant represented thereby (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes and shall not be affected by any notice to the contrary.