Common use of Restricted Securities; Legends Clause in Contracts

Restricted Securities; Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or Section 2.3(a)(ii) (each, a "Restricted Securities Legend"), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i) (together with any Common Stock issued upon conversion of the Securities and required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or Section 2.3(a)(ii) (each, a "“Restricted Securities Legend"”), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i) (together with any Common Stock issued upon conversion of the Securities and required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the "“Restricted Securities"”) shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's ’s acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a), the term "“transfer" ” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or ), and each stock certificate representing shares of the Common Stock issued upon conversion of any Security issued hereunder, shall, upon issuance, bear the legend set forth in Section 2.3(a)(ii) (each2.3(a)(ii)(each such legend, a "Restricted Securities Legend"), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i) (together with any each stock certificate representing shares of the Common Stock issued upon conversion of the Securities and such Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security Note issued hereunder and any Common Stock issued upon conversion of a Restricted Security shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or Section 2.3(a)(ii) (each, a "“Restricted Securities Legend"”), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii). Each Security Note that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i) (together with any Common Stock issued upon conversion of the Securities Notes and required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the "“Restricted Securities"”) shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's ’s acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a), the term "“transfer" ” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or ), and each share of Common Stock issued upon conversion of any Security issued hereunder, shall, upon issuance, bear the legend set forth in Section 2.3(a)(ii) (eacheach such legend, a "Restricted Securities LegendRESTRICTED SECURITIES LEGEND"), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i) (together with any each share of Common Stock issued upon conversion of the Securities and such Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the "Restricted SecuritiesRESTRICTED SECURITIES") shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's acceptance thereof, shall be deemed to have agreed to be bound by all such the restrictions on transfertransfer set forth herein. As used in Section 2.3(a), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or 2.3(a)(1), and each Common Stock certificate representing shares of the Common Stock issued upon conversion of any Security issued hereunder, shall, upon issuance, bear the legend set forth in Section 2.3(a)(ii2.3(a)(2) (eacheach such legend, a "“Restricted Securities Legend"”), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii2.3(a)(3). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i2.3(a)(1) (together with any each Common Stock certificate representing shares of the Common Stock issued upon conversion of the Securities and such Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii2.3(a)(2), collectively, the "“Restricted Securities"”) shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's ’s acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a), the term "“transfer" ” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or 2.03(a)(i), and each Common Stock certificate representing shares of the Common Stock issued upon conversion of any Security issued hereunder, shall, upon issuance, unless as otherwise set forth below, bear the legend set forth in Section 2.3(a)(ii2.03(a)(ii) (eacheach such legend, a "Restricted Securities LegendRESTRICTED SECURITIES LEGEND"), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii2.03(a)(iii). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i2.03(a)(i) (together with any each Common Stock certificate representing shares of the Common Stock issued upon conversion of the Securities and such Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii2.03(a)(ii), collectively, the "Restricted SecuritiesRESTRICTED SECURITIES") shall be subject to the restrictions on transfer set forth in this Section 2.3(a2.03(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a2.03(a), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or ), and each stock certificate representing shares of Common Stock issued upon conversion of any Security issued hereunder, shall, upon issuance, bear the legend set forth in Section 2.3(a)(ii) (each2.3(a)(ii)(each such legend, a "Restricted Securities Legend"), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i) (together with any each stock certificate representing shares of Common Stock issued upon conversion of the Securities and such Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security Debenture issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or Section 2.3(a)(ii) (each, a "Restricted Securities Legend"), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii). Each Security Debenture that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i) (together with any Common Stock issued upon conversion of the Securities Debentures and required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security Note issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i2.3(b) or Section 2.3(a)(ii) (each, a "Restricted Securities Legend"), as the case may be, hereof and such legend shall not be removed except as provided in Section 2.3(a)(iii)2.3(d) hereof. Each Security Note that bears or is required to bear the Restricted Securities Legend legend set forth in Section 2.3(a)(i2.3(b) hereof (together with each, a “Restricted Note”) and any Common Stock Shares issued UK/1309140/10 - 17 - 246135/70-40262323 upon conversion of the Securities and Notes required to bear the Restricted Securities Legend legend set forth in Section 2.3(a)(ii)2.3(c) hereof (the “Restricted Shares” and, collectivelytogether with the Restricted Notes, the "“Restricted Securities"”) shall be subject to the restrictions on transfer set forth in this Section 2.3(a) 2.3 (including the legend set forth in Section 2.3(b) or 2.3(c) hereof, as the case may be (collectively, the “Restricted Securities Legend set forth belowLegends”)), and the Holder of each such Restricted Security, by such Holder's ’s acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in this Section 2.3(a)2.3, the term "“transfer" ” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i2.03(a)(i) or Section 2.3(a)(ii2.03(a)(ii) (each, a "“Restricted Securities Legend"”), as the case may be, and such legend shall not be omitted or removed except as provided in Section 2.3(a)(iii2.03(a)(iii). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i2.03(a)(i) (together with any Common Stock issued upon conversion of the Securities and required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii2.03(a)(ii), collectively, the "“Restricted Securities"”) shall be subject to the restrictions on transfer set forth in this Section 2.3(a2.03(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's ’s acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a2.03(a), the term "“transfer" ” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i2.03(a)(i) or Section 2.3(a)(ii2.03(a)(ii) (each, a "Restricted Securities Legend"), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii2.03(a)(iii). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i2.03(a)(i) (together with any Common Stock Ordinary Shares issued upon conversion of the Securities and required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii2.03(a)(ii), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 2.3(a2.03(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's Holder`s acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a2.03(a), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or ), and each share of Common Stock issued upon conversion of any Security issued hereunder, shall, upon issuance, bear the legend set forth in Section 2.3(a)(ii) (eacheach such legend, a "“Restricted Securities Legend"”), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i) (together with any each share of Common Stock issued upon conversion of the Securities and such Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the "“Restricted Securities"”) shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's ’s acceptance thereof, shall be deemed to have agreed to be bound by all such the restrictions on transfertransfer set forth herein. As used in Section 2.3(a), the term "“transfer" ” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or 2.3(a)(1), and each Common Stock certificate representing shares of the Common Stock issued upon conversion of any Security issued hereunder, shall, upon issuance, bear the legend set forth in Section 2.3(a)(ii2.3(a)(2) (eacheach such legend, a "Restricted Securities Legend"), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii2.3(a)(3). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i2.3(a)(1) (together with any each Common Stock certificate representing shares of the Common Stock issued upon conversion of the Securities and such Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii2.3(a)(2), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i2.03(a)(i) or Section 2.3(a)(ii2.03(a)(ii) (each, a "Restricted Securities LegendRESTRICTED SECURITIES LEGEND"), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii2.03(a)(iii). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i2.03(a)(i) (together with any Common Stock issued upon conversion of the Securities and required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii2.03(a)(ii), collectively, the "Restricted SecuritiesRESTRICTED SECURITIES") shall be subject to the restrictions on transfer set forth in this Section 2.3(a2.03(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a2.03(a), the term "transferTRANSFER" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security Note issued hereunder and any Common Stock issued upon conversion of a Restricted Security shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or Section 2.3(a)(ii) (each, a "Restricted Securities Legend"), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii). Each Security Note that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i) (together with any Common Stock issued upon conversion of the Securities Notes and required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security share of Common Stock issued upon conversion of any Debenture issued hereunder before the date upon which the Xxxxxx Guarantee (as defined in Section 13.3 of hereof) becomes effective pursuant to Section 13.3 of this Indenture, shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or Section 2.3(a)(ii) (each, a "“Restricted Securities Legend"”), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii2.3(a)(ii). Each Security share of Common Stock issued upon conversion of such Debenture that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i) (together with any Common Stock issued upon conversion of the Securities and required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the "“Restricted Securities"”) shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's ’s acceptance thereof, shall be deemed to have agreed to be bound by all such the restrictions on transfertransfer set forth herein. As used in Section 2.3(a), the term "“transfer" ” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security Note issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i2.3(b) or Section 2.3(a)(ii) (each, a "Restricted Securities Legend"), as the case may be, hereof and such legend shall not be removed except as provided in Section 2.3(a)(iii)2.3(d) hereof. Each Security Note that bears or is required to bear the Restricted Securities Legend legend set forth in Section 2.3(a)(i2.3(b) hereof (together with each, a “Restricted Note”) and any Common Stock Shares issued upon conversion of the Securities and Notes required to bear the Restricted Securities Legend legend set forth in Section 2.3(a)(ii)2.3(c) hereof (the “Restricted Shares” and, collectivelytogether with the Restricted Notes, the "“Restricted Securities"”) shall be subject to the restrictions on transfer set forth in this Section 2.3(a) 2.3 (including the legend set forth in Section 2.3(b) or 2.3(c) hereof, as the case may be (collectively, the “Restricted Securities Legend set forth belowLegends”)), and the Holder of each such Restricted Security, by such Holder's Holxxx’x acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in this Section 2.3(a)2.3, the term "“transfer" ” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or ), and each certificate representing Common Stock issued upon conversion of any Security issued hereunder, shall, upon issuance, bear the legend set forth in Section 2.3(a)(ii) (eacheach such legend, a "Restricted Securities Legend"), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i) (together with any each certificate representing Common Stock issued upon conversion of the Securities and such Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security Note issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or ), and each share of Common Stock issued upon conversion of any Note issued hereunder, shall, upon issuance, bear the legend set forth in Section 2.3(a)(ii) (eacheach such legend, a "Restricted Securities LegendRESTRICTED SECURITIES LEGEND"), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii). Each Security Note that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i) (together with any each share of Common Stock issued upon conversion of the Securities and such Note that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the "Restricted SecuritiesRESTRICTED SECURITIES") shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's acceptance thereof, shall be deemed to have agreed to be bound by all such the restrictions on transfertransfer set forth herein. As used in Section 2.3(a), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security issued hereunder hereunder, and each share of Common Stock issuable upon conversion of Securities, shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or Section 2.3(a)(ii) (each, a "“Restricted Securities Legend"”), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i) (together with any Common Stock issued upon conversion of the Securities and required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the "“Restricted Securities"”) shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's ’s acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a), the term "“transfer" ” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or ), and each certificate representing Common Shares issued upon conversion of any Security issued hereunder, shall, upon issuance, bear the legend set forth in Section 2.3(a)(ii) (eacheach such legend, a "Restricted Securities Legend"), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i) (together with any each certificate representing Common Stock Shares issued upon conversion of the Securities and such Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in Section 2.3(a), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Restricted Securities; Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(i) or 202(a)(1), and each Common Stock certificate representing shares of the Common Stock issued upon conversion of any Security issued hereunder, shall, upon issuance, bear the legend set forth in Section 2.3(a)(ii202(a)(2) (eacheach such legend, a "Restricted Securities LegendRESTRICTED SECURITIES LEGEND"), as the case may be, and such legend shall not be removed except as provided in Section 2.3(a)(iii202(a)(3). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(i202(a)(1) (together with any each Common Stock certificate representing shares of the Common Stock issued upon conversion of the Securities and such Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(ii202(a)(2), collectively, the "Restricted SecuritiesRESTRICTED SECURITIES") shall be subject to the restrictions on transfer set forth in this Section 2.3(a202(a) (including the applicable Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. As used in this Section 2.3(a202(a), the term "transferTRANSFER" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.