Common use of Registration or Exemption Requirements Clause in Contracts

Registration or Exemption Requirements. The Purchaser further acknowledges and understands that the Securities may not be resold or otherwise transferred except in a transaction registered under the Securities Act or unless an exemption from such registration is available. The Purchaser understands that the certificate(s) evidencing the Securities will be imprinted with a legend that prohibits the transfer of such securities unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. The Purchaser further acknowledges and understands that the Securities Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available. The Purchaser understands that the certificate(s) evidencing the Securities Shares will be imprinted with a legend that prohibits the transfer of such securities the Shares unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. The Purchaser further acknowledges and understands that the Securities Shares and the Conversion Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act or unless an exemption from such registration is available. The Purchaser understands that the certificate(s) certificates evidencing the Securities Shares and the Conversion Shares will be imprinted with a legend that prohibits the transfer of such securities the Shares or the Conversion Shares unless (ia) they are such transaction is registered or such registration is not required, and (iib) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act andAct, and if the Company shall so request in writing, an opinion reasonably satisfactory to the Company of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. The Purchaser further acknowledges and understands that the Securities Debenture or the Conversion Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available. The Purchaser understands that the certificate(s) evidencing Debenture and, if converted, the Securities Conversion Shares will be imprinted with a legend that prohibits the transfer of such securities unless (i) they are it is registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. The Purchaser further acknowledges and understands that the Securities Shares may not be transferred, resold or otherwise transferred disposed of except in a transaction registered under the Securities Act and any applicable State securities laws or unless an exemption from such registration is available. The Purchaser understands that the certificate(s) evidencing the Securities Shares will be imprinted with a legend that prohibits the transfer of such securities the Shares unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. The Purchaser further acknowledges and understands that the Securities Shares may not be transferred, resold or otherwise transferred disposed of except in a transaction registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available. The Purchaser understands that the certificate(s) evidencing the Securities Shares will be imprinted with a legend that prohibits the transfer of such securities the Shares unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. The Purchaser further acknowledges and understands that neither the Securities Shares nor the Warrants may not be resold or otherwise transferred except in a transaction registered under the Securities Act or unless an exemption from such registration is available. The Purchaser understands that the certificate(s) certificates evidencing the Securities Shares and each Warrant will be imprinted with a legend that prohibits the transfer of such securities the Shares or Warrants unless (ia) they are such transaction is registered or such registration is not required, and (iib) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act andAct, if and an opinion reasonably satisfactory to the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is not required to be registered or is so exempt.

Registration or Exemption Requirements. The Purchaser further acknowledges and understands that the Securities Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available. The Purchaser understands that the certificate(s) evidencing the Securities Shares will be imprinted with a legend that prohibits the transfer of such securities the Shares unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. The Purchaser Such Investor further -------------------------------------- acknowledges and understands that the Securities Common Shares and the Additional Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act or unless an exemption from such registration is available. The Purchaser Such Investor understands that the certificate(s) evidencing the Securities Common Shares and the Additional Shares will be imprinted with a legend that prohibits the transfer of such securities unless (i) they are registered or such registration is not required, and (ii) except as otherwise provided in Section 2.3(c), if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. The Purchaser further acknowledges and understands that the Securities Shares and the Conversion Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act and applicable state laws or unless an exemption from such registration is availableavailable or unless pursuant to Rule 144 under the Securities Act. The Purchaser understands that the certificate(s) certificates evidencing the Securities Shares and the Conversion Shares will be imprinted with a legend that prohibits the transfer of such securities the Shares unless (i) they are registered or such registration transaction is not requiredregistered, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, receives an opinion reasonably satisfactory to the Company of counsel reasonably satisfactory to the Company is obtained to the effect that registration is not required or (iii) pursuant to Rule 144 under the transaction is so exemptSecurities Act.

Registration or Exemption Requirements. The Purchaser further acknowledges and understands that the Securities Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act or unless an exemption from such registration is available. The Purchaser understands that the certificate(s) evidencing the Securities Shares will be imprinted with a legend that prohibits the transfer of such securities shares unless (ia) they are registered or such registration is not required, and (iib) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. The Purchaser further Warrant Holder acknowledges and understands that the Securities Exchange Warrants and the Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act Act, or unless an exemption from such registration is available. The Purchaser Warrant Holder understands that the certificate(s) certificates evidencing the Securities Shares will be imprinted with a legend that prohibits the transfer of such securities unless (ia) the Warrant Holder has complied with the provisions of Section 10.1 below, (b) they are registered or such registration is not required, and required or (iic) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained (at the Company's expense) to the effect that the transaction is so exempt.