Common use of Restrictions Imposed by the Act Clause in Contracts

Restrictions Imposed by the Act. The Securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the Securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxxx, P.C. shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SEC") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxx Zxxxxx, Aharoni Gxxxx and Sxxxxxxx & Xxxxxxxxxxx, P.C. Worcester LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SECCommission") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxx Zxxxxx, Axxxxxx Gxxxx and Sxxxxxxx & Xxxxxxxxxxx, P.C. Worcester LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SECCommission") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxx Kirkpatrick & Xxxxxxxxxxx, P.C. Lockhart Nicholson Graham LLP shall be deemed satisfactory evidence satisfactoxx xxxxxxxx of the availability of an exemptionxxx xxxixxxxxxxx xx xx xxemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SECCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (ia) the Company has received the a written opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxxx, P.C. and Xxxxx PC shall be deemed satisfactory evidence of the availability of an exemption), or (iib) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SEC"“Commission”) and a current prospectus is available, and compliance with applicable state securities law laws has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx & XxxxxxxxxxxXxxxx, P.C. shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SEC"“Commission”) and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxx, Xxxx & XxxxxxxxxxxX'Xxxxxxxx, P.C. shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SECCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxx, Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxx and Xxxxxxxx & Xxxxxxxxxxx, P.C. Worcester LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SECCommission") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the an opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACT") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxxx, P.C. XxXxxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SECCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable U.S. state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of outside counsel to Xxxxxx & Xxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxxx, P.C. reasonably satisfactory to the Company shall be deemed satisfactory evidence of the availability of an exemption), ; or (ii) a registration statement or a post-effective amendment to the Registration Statement any such registration statement relating to the offer and sale of such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SEC"“Commission”) and compliance with applicable U.S. state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable U.S. state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxxx, P.C. outside counsel to Newbridge reasonably satisfactory to the Company shall be deemed satisfactory evidence of the availability of an exemption), ; or (ii) a registration statement or a post-effective amendment to the Registration Statement any such registration statement relating to the offer and sale of such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SEC"“Commission”) and compliance with applicable U.S. state securities law has been established.

Restrictions Imposed by the Act. The Securities Purchase Warrant and the securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the Securities Purchase Warrant and/or securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxxx, P.C. Xxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement registration statement relating to the offer and sale of such Securities Purchase Warrant and/or securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SEC"“Commission”) and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Lxxx Xxxxxx Xxxxxxxxx Xxxxxxxx & XxxxxxxxxxxSxxxxx, P.C. shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SEC"“Commission”) and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxxx, P.C. DLA Piper Rudnick Gray Cary US LLP shall be deemed satisfactory evidence of the availability of an ox xxx xxxxxxxixxxx xx xn exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SECCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) if required by applicable law, the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, , the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the any such opinion of Xxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxxx, P.C. delivered by Lucosky Bxxxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such Securities securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the "SEC"“Commission”) and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) if required by applicable law, the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, , the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the any such opinion of Xxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxxx, P.C. delivered by [_______] shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such Securities securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the "SEC"“Commission”) and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxx Kirkpatrick & Xxxxxxxxxxx, P.C. Lockhart Preston Gates Ellis LLP shall be deemed satisfactory evidence of the availability of an exemptionsatisfaxxxxx xxxxxnce xx xxx xxxxxxxxlxxx xx xx xxemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SECCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended ("Act") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxxxxx Xxxx & Xxxxxxxxx & Xxxxxxxxxxx, P.C. LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SECCommission") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Mxxxx Lxxxx Cxxx Xxxxxx Xxxxxxxxx Gxxxxxx & XxxxxxxxxxxPxxxx, P.C. shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SEC"“Commission”) and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxx, Xxxx & XxxxxxxxxxxX'Xxxxxxxx, P.C. shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SECCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (ia) the Company has received the a written opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing agrees that the opinion of Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxxxand Xxxxx, P.C. shall be deemed satisfactory evidence of the availability of an exemption), ) or (iib) a new registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SEC") “Commission”), a current prospectus is available and compliance with applicable state securities law laws has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxx Kirkpatrick & Xxxxxxxxxxx, P.C. Lockhart Nicholson Graham LLP shall be deemed satisfactory evidence of the availability of an satisfactxxx xxxxxxxe ox xxx xxaxxxxxxxxx xx xx exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SECCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxxx, P.C. LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement registration statement relating to the offer and sale of such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SEC"“Commission”) and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the an opinion of Xxxxxxx Xxxxxx Xxxxxxxxx & XxxxxxxxxxxMxxxx, Lxxxx, Cxxx, Fxxxxx, Gxxxxxx and Pxxxx, P.C. shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration or offering statement or a post-effective amendment to the Registration Statement registration of offering statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SEC") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx, Aharoni Xxxxx and Xxxxxxxx & Xxxxxxxxxxx, P.C. Worcester LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SECCommission") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the an opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACT") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx & Xxxxxxxxx & Xxxxxxxxxxx, P.C. shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SECCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the an opinion of Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxxxand Xxxxx, P.C. shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration or offering statement or a post-effective amendment to the Registration Statement registration or offering statement relating to such Securities securities has been filed by the Company and declared effective or qualified by the Securities and Exchange Commission (the "SEC") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the an opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACT") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxx Jxxxxxx & Xxxxxxxxxxx, P.C. Gxxxxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SECCOMMISSION") and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx Xxxxxx Xxxxxxxxx XxXxxxxxx Will & Xxxxxxxxxxx, P.C. Xxxxx LLP (“XxXxxxxxx”) shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such Securities securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the "SEC"“Commission”) and compliance with applicable state securities law has been established.

Restrictions Imposed by the Act. The Securities securities evidenced by this Purchase Option shall not be transferred unless and until (ia) the Company has received the a written opinion of counsel for the Holder that the Securities securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxxxxx, P.C. LLP shall be deemed satisfactory evidence of the availability of an exemption), or (iib) a registration statement or a post-effective amendment to the Registration Statement relating to such Securities securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "SEC"“Commission”) and a current prospectus is available, and compliance with applicable state securities law laws has been established.