Common use of Registration or Exemption Requirements Clause in Contracts

Registration or Exemption Requirements. Purchaser further acknowledges and understands that the 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. Purchaser understands that the certificates evidencing the Shares and the Conversion Shares will be imprinted with a legend that prohibits the transfer of the Shares or the Conversion Shares unless (a) such transaction is registered or such registration is not required, and (b) 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 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. Purchaser further acknowledges and understands that the Shares Note, Warrant, and the Conversion Warrant 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. Purchaser understands that the certificates evidencing Note and Warrant, as well as any certificate for the Shares and the Conversion Shares Warrant Shares, will be imprinted with a legend that prohibits the transfer of the Shares or the Conversion Shares such securities unless (a) such transaction it is registered or such registration is not requiredrequired pursuant to an exemption therefrom, and (b) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act, Act 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. Purchaser further acknowledges and understands that the Shares and the Conversion 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. Purchaser understands that the certificates certificate(s) evidencing the Shares and the Conversion Shares will be imprinted with a legend that prohibits the transfer of the Shares or the Conversion Shares unless (ai) such transaction is they are registered or such registration is not required, and (bii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities ActAct and, 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. Purchaser further acknowledges and understands that neither the Shares and nor the Conversion Shares 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. Purchaser understands that the certificates evidencing the Shares and the Conversion Shares each Warrant will be imprinted with a legend that prohibits the transfer of the Shares or the Conversion Shares Warrants unless (a) such transaction is registered or such registration is not required, and (b) 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 reasonably satisfactory to the Company 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. Purchaser further acknowledges and understands that the Shares and 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. Purchaser understands that the certificates certificate(s) evidencing the Shares and the Conversion Shares will be imprinted with a legend that prohibits the transfer of the Shares or the Conversion Shares unless (ai) such transaction is they are registered or such registration is not required, and (bii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities ActAct and, 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. Purchaser further The Warrant Holder acknowledges and understands that the Shares Exchange Warrants and the Conversion 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. Purchaser The Warrant Holder understands that the certificates evidencing the Shares and the Conversion Shares will be imprinted with a legend that prohibits the transfer of the Shares or the Conversion Shares such securities unless (a) such transaction is 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 (bc) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities ActAct and, 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 (at the Company's expense) to the effect that the transaction is so exempt.

Registration or Exemption Requirements. The Purchaser further acknowledges and understands that the 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 certificates evidencing the Shares and the Conversion Shares will be imprinted with a legend that prohibits the transfer of the Shares or the Conversion Shares unless (ai) such transaction is registered or such registration is not requiredregistered, and (bii) 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. Purchaser further acknowledges and understands that the Shares and 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. Purchaser understands that the certificates evidencing the Shares and Debenture and, if converted, the Conversion Shares will be imprinted with a legend that prohibits the transfer of the Shares or the Conversion Shares such securities unless (ai) such transaction it is registered or such registration is not required, and (bii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities ActAct and, 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. Purchaser further acknowledges and understands that the Shares and the Conversion 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. Purchaser understands that the certificates certificate(s) evidencing the Shares and the Conversion Shares will be imprinted with a legend that prohibits the transfer of the Shares or the Conversion Shares unless (ai) such transaction is they are registered or such registration is not required, and (bii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities ActAct and, 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 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 certificates certificate(s) evidencing the Shares and the Conversion Shares will be imprinted with a legend that prohibits the transfer of the Shares or the Conversion Shares such shares unless (a) such transaction is they are registered or such registration is not required, and (b) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities ActAct and, 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.