Common use of Restriction on Transfer of Warrants Clause in Contracts

Restriction on Transfer of Warrants. The Holder of a Warrant Certificate, by its acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently a period of one (1) year from the date hereof), except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). If the Company conducts any registered offering, the Holder of the Warrant or any Shares shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with the provisions of the Act and applicable state securities laws.

Restriction on Transfer of Warrants. The Holder of a Warrant Certificatehereof, by its the Holder's acceptance thereofhereof, covenants hereby represents and warrants to, and agrees with, the Company that the Warrants are Holder has been informed that neither this Warrant, nor the shares purchasable pursuant to this Warrant, have been registered for sale under any federal, state or foreign securities laws and that this Warrant is being acquired as an investment offered and not with a view sold to the distribution thereofHolder and, upon the exercise of this Warrant, the shares of Common Stock purchasable pursuant to this Warrant will be sold to the Holder, pursuant to Regulation S under the Securities Act; this Warrant and that the Warrants Warrant Shares may not be soldtransferred or resold in the United States, transferredor to a U.S. Person, assigned, hypothecated or otherwise disposed of, to or for the account or benefit of a U.S. Person (as such terms are defined in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently 902 of Regulation S under the Securities Act) for a period of one (1) year from expiring on the first anniversary of the date hereofhereof (the "Restricted Period"), except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except unless registered under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). If the Company conducts any registered offering, the Holder of the Warrant or any Shares shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with the provisions of the Act and applicable state securities laws or unless the Holder provides an opinion to the Company from counsel acceptable to the Company stating that an exemption from registration is available at the time of such transfer; hedging transactions involving this Warrant or the Warrant Shares may not be conducted unless in compliance with the Securities Act; during the Restricted Period, without registration, transfers and resales of this Warrant and the Warrant Shares to non-U.S. Persons may be made outside the United States only in compliance with Rule 903 or Rule 904 of Regulation S; and that prior to the exercise of this Warrant, Holder shall provide to the Company in writing such information as the Company may reasonably request to establish that the exercise of this Warrant by Holder is exempt from registration under such securities laws. If a transfer of this Warrant is permitted pursuant to the preceding paragraph of this Section 5, the Holder and any transferee shall execute and deliver to the Company, a completed Assignment in the form attached hereto as Exhibit A. Upon the Company's satisfaction that the requirements necessary for transfer of this Warrant have been satisfied, receipt of the completed and duly executed assignment, and surrender of this Warrant, the Company shall, as promptly as practicable, deliver to the transferee a new Warrant of like tenor and date for that portion of the Warrant Shares as to which this Warrant is being transferred and shall deliver to the Holder a new Warrant of like tenor and date as to the remaining portion of the Warrant Shares, if any.

Restriction on Transfer of Warrants. The Holder of a Warrant Certificatehereof, by its the Holder's acceptance thereofhereof, covenants hereby represents and warrants to, and agrees with, the Company that (a) the Warrants are Holder has been informed that neither this Warrant nor the Warrant Shares have been registered for sale under any federal or state securities laws and that this Warrant is being acquired offered and sold to the Holder and, upon the exercise of this Warrant, the Warrant Shares will be sold to the Holder, pursuant to an exemption from registration under the Securities Act, or pursuant to a registration statement filed by the Company pursuant to registration rights granted in connection with the issuance of this Warrant; (b) the Holder is an "accredited investor" (as an defined in Rule 501(a) of Regulation D under the Securities Act) and is acquiring this Warrant and, if the exercise of this Warrant is not registered under the Securities Act and applicable state securities laws, will acquire the Warrant Shares for the Holder's own account for investment only and not with a view to distribution; (c) this Warrant and the distribution thereof, and that the Warrants Warrant Shares may not be transferred or sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 unless such transfer or sale is registered under the Securities Act and applicable state securities laws or exempt from such registration; and (currently a period of one (1d) year from if the date hereof), except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will is not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except registered under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). If the Company conducts any registered offering, the Holder of the Warrant or any Shares shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with the provisions of the Act and applicable state securities laws, prior to the exercise of this Warrant, the Holder shall provide to the Company in writing such information as the Company may reasonably request to establish that the exercise of this Warrant by the Holder is exempt from registration under the Securities Act and applicable state securities laws. If a transfer of this Warrant is permitted pursuant to the preceding paragraph of this Section 6, upon transfer, the Holder shall execute and deliver to the Company a completed assignment in a form reasonably satisfactory to the Company. Upon the Company's determination that the requirements for transfer of this Warrant have been satisfied, receipt of the completed and duly executed Assignment, and surrender of this Warrant, the Company shall, as promptly as practicable, deliver to the transferee a new Warrant of like tenor and date for that portion of the Warrant Shares as to which this Warrant is being transferred and shall deliver to the Holder a new Warrant of like tenor and date for the balance, if any, of the Warrant Shares.

Restriction on Transfer of Warrants. The Holder of a Warrant Certificatehereof, by its the Holder's acceptance thereofhereof, covenants hereby represents and warrants to, and agrees with, the Company that (a) the Warrants are Holder has been informed that neither this Warrant nor the Warrant Shares have been registered for sale under any federal or state securities laws and that this Warrant is being acquired offered and sold to the Holder and, upon the exercise of this Warrant, the Warrant Shares will be sold to the Holder, pursuant to an exemption from registration under the Securities Act, or pursuant to a registration statement filed by the Company pursuant to registration rights granted in connection with the issuance of this Warrant; (b) the Holder is an "accredited investor" (as an defined in Rule 501(a) of Regulation D under the Securities Act) and is acquiring this Warrant and, if the exercise of this Warrant is not registered under the Securities Act and applicable state securities laws, will acquire the Warrant Shares for the Holder's own account for investment only and not with a view to distribution; (c) this Warrant and the distribution thereof, and that the Warrants Warrant Shares may not be transferred or sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 unless such transfer or sale is registered under the Securities Act and applicable state securities laws or exempt from such registration; and (currently a period of one (1d) year from if the date hereof), except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will is not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except registered under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). If the Company conducts any registered offering, the Holder of the Warrant or any Shares shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with the provisions of the Act and applicable state securities laws, prior to the exercise of this Warrant, the Holder shall provide to the Company in writing such information as the Company may reasonably request to establish that the exercise of this Warrant by the Holder is exempt from registration under the Securities Act and applicable state securities laws. If a transfer of this Warrant is permitted pursuant to the preceding paragraph of this Section 5, the Holder shall execute and deliver to the Company, a completed Assignment in the form attached hereto as Exhibit A. Upon the Company's determination that the requirements for transfer of this Warrant have been satisfied, receipt of the completed and duly executed Assignment, and surrender of this Warrant, the Company shall, as promptly as practicable, deliver to the transferee a new Warrant of like tenor and date for that portion of the Warrant Shares as to which this Warrant is being transferred and shall deliver to the Holder a new Warrant of like tenor and date for the balance, if any, of the Warrant Shares.

Restriction on Transfer of Warrants. The As used herein, "Warrant Securities" means, collectively, the Warrants, the Securities underlying the Warrants and the Shares underlying the Securities, and "Lock-Up Period" means the period beginning on the date (the "Start Date") of the final prospectus used in the Public Offering and ending on (and including) the date that is 360 days after the Start Date. Each of the Underwriters (and each Holder of a Warrant Certificate, by its the Holder's acceptance thereof, ) covenants and agrees that the Warrants Warrant Securities are being acquired as an investment and not with a view to the distribution or public resale thereof, and that none of the Warrants Warrant Securities may not be sold during the Public Offering, or sold, transferred, assigned, hypothecated pledged or otherwise disposed ofhypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently a period the effective economic disposition of one (1) year from any of the date hereof)Warrants Securities during the Lock-Up Period, except (i) to Representative’s Designees the Underwriters or the Designees, provided that any portion of the Warrant Securities so transferred shall remain subject to the above restriction for the remainder of the restriction period, or (each ii) any sale of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate Shares in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except under circumstances which will not result 7 in a violation firm commitment underwritten public offering of Common Stock that closes at least 180 days after the Start Date. Notwithstanding the foregoing, if any notice of redemption is given pursuant to Section 2.3 with respect to any Warrant, then, as of the Securities Act of 1933, as amended (the “Act”). If the Company conducts any registered offeringdate such notice is given, the Holder of the Warrant or any Shares Lock-Up Period shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants end with respect to the Shares Indirectly Underlying such Warrant or any of the Shares. Such restrictions (but shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) not end with respect to such offering. In connection with the transfer Warrant itself or any Security issuable upon exercise of such Warrant). As used herein, Shares are "Indirectly Underlying" Warrants if such Shares are issued or issuable upon the exercise of Securities issued or issuable upon exercise of such Warrants. For greater certainty, nothing in this Section 4 prohibits the Transferee and Holder agree to execute exercise of any documents which may be reasonably required Warrant or Security by counsel to the Company to comply with the provisions of the Act and applicable state securities lawsholder thereof.

Restriction on Transfer of Warrants. The Holder of a Warrant Certificate, by its acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently a period of one (1) year from the date hereof), except to Representative’s Designees (each of which is hereinafter referred to as a “"Transferee”"), in which case such Transferee shall be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to the Warrant Certificate Exhibit A attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). If the Company conducts any a registered offeringoffering to which the Company's obligations in Section 7.3 or Section 7.4 apply, the Holder of the Warrant or any Shares shall not, without the prior written consent of the Company and the managing underwriter, if any, in such offering: (i) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect to the Warrant or any of the Shares. Such restrictions shall be effective for a period of time equal to the period during which the managing underwriter imposes such transfer restrictions on the Company’s 's officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s 's registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with the provisions of the Act (as defined below) and applicable state securities laws.

Restriction on Transfer of Warrants. The Holder of a Warrant Certificate, by its acceptance thereof, covenants and agrees that (a) the Warrants represented by such Warrant Certificate and the shares of Common Stock issuable upon exercise of such Warrants (the "Warrant Securities") are being acquired as an investment and not with a view to to, nor for sale in connection with, the distribution thereof, and that ; nor with any present intention of distributing or selling the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, pursuant to NASD Corporate Financing Rule 2710 (currently a period of one (1) year from the date hereof)same, except to Representative’s Designees (each of which is hereinafter referred to as a “Transferee”), in which case such Transferee shall may be entitled to receive a replacement Warrant Certificate in accordance with Section 9 hereof upon presentment of a properly executed Form of Assignment in the form set forth on Annex C to permitted under applicable securities laws. The Warrants and the Warrant Certificate attached hereto and made a part hereof. The Holder of a Warrant Certificate, by its acceptance thereof, further covenants and agrees that this Warrant and the Shares which may be issued upon exercise hereof are being acquired for investment, that the Holder has no present intention to resell or otherwise dispose of all or any part of this Warrant or any Shares, and that the Holder will have not offer, sell or otherwise dispose of all or any part of this Warrant or any Shares except been registered under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “"Securities Act”"). If , or any state securities law and any transfer of the Warrants and the Warrant Shares may only be made upon such registration or pursuant to an exemption from registration thereunder and, if required by the Company conducts in connection with any registered offeringtransfer pursuant to such an exemption from registration, conditioned upon receipt by the Holder Company of an opinion of counsel, reasonably satisfactory to counsel to the issuer, that such an exemption is available for such transfer. Upon exercise, in part or in whole, of the Warrant or any Shares shall notWarrants, without certificates representing the prior written consent Common Stock issuable upon exercise of the Company Warrants (and/or other securities, property or rights issuable upon exercise of Warrants) shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and the managing underwriter, if any, in such offering: may not be offered or sold except pursuant to (i) sell, transfer an effective registration statement under the Securities Act or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Warrant or any of the Shares; (ii) sellan exemption from registration under the Securities Act, transfer or otherwise dispose ofof an opinion of counsel, or agree reasonably satisfactory to sellcounsel to the issuer, transfer or otherwise dispose is delivered that such an exemption is available for such transfer. Any assignment shall be effected by a duly executed assignment in the form of any right to purchase the Warrant or any of the Shares; or (iii) sell or grant, or agree to sell or grant, options, rights or warrants with respect Annex B to the Warrant or any of the Shares. Such restrictions Certificate and shall be effective for a period of time equal subject to the period during which the managing underwriter imposes such transfer restrictions on the Company’s officers and directors; provided, that in no event shall the restricted period applicable to a Holder of this Warrant or Shares exceed one hundred eighty (180) days after effectiveness of the Company’s registration statement filed with the United Stated Securities and Exchange Commission (the “Commission”) with respect to such offering. In connection with the transfer or exercise of Warrants, the Transferee and Holder agree to execute any documents which may be reasonably required by counsel to the Company to comply with the provisions of the Act this Section 5 and applicable state securities lawsSection 9 hereof.