Common use of Restrictions Imposed by the Act Clause in Contracts

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard Xxxxxx & Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities Shares underlying this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the SecuritiesShares, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written an opinion of Graubard Xxxxxx Ellenoff Xxxxxxxx & Xxxxxx Schole LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or SecuritiesShares, as the case may be, has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (“SEC”) and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder reasonably satisfactory to the Company that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard Xxxxxx Xxxxxxxxx & Xxxxxx Xxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option Warrant and the Securities underlying this Purchase Option Warrant shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option Warrant or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard Xxxxxx Mollxx & Xxxxxx shall Xillxx xxxll be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option Warrant or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and in compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities shares of Common Stock underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the an opinion of counsel for the Holder that this Purchase Option or the Securitiesshares of Common Stock, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written an opinion of Graubard Xxxxxx Lxxx & Xxxxxx Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securitiesshares of Common Stock, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission (“Commission”) and in compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option Warrant and the Securities underlying this Purchase Option Warrant shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option Warrant or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written an opinion of Graubard Xxxxxx & Xxxxxx shall be Miller in form and substance reasonably satisfactory to the Xxxxxxx sxxxx xe deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option Warrant or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission ("Commission") and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard Xxxxxx Mollxx & Xxxxxx shall Xillxx xxxll be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission ("Commission") and is effective at the time of such transfer and is in compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities shares of Common Stock underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securitiesshares of Common Stock, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written an opinion of Graubard Xxxxxx & Xxxxxxxx Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securitiesshares of Common Stock, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard Xxxxxx & Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission ("Commission") and is in compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities shares of Common Stock underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securitiesshares of Common Stock, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written an opinion of Graubard Xxxxxx & Xxxxxx Gxxxxxxx Mxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securitiesshares of Common Stock, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities Shares underlying this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the SecuritiesShares, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written an opinion of Graubard Xxxxxx Xxxxxxxxxx & Xxxxxx Xxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or SecuritiesShares, as the case may be, has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (“SEC”) and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard Xxxxxx Mollxx & Xxxxxx shall Xillxx xxxll be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission ("Commission") and is in compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard Xxxxxx & Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written an opinion of Graubard Xxxxxx & Xxxxxx Miller in form and substance xxxxxxxbxx xxxisfactory to the Company or its counsel shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard Xxxxxx & Xxxxxx Miller shall be deemed satisfactory evidence of the availability of an exemptionavailabilxxx xx xn xxxxxtion), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.

Restrictions Imposed by the Act. This Purchase Option and the ------------------------------- Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard Xxxxxx & Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and in compliance with applicable state law.. 4. New Purchase Options to be Issued. ---------------------------------

Restrictions Imposed by the Act. This Purchase Option and the Securities underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Purchase Option or the Securities, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the written opinion of Graubard Xxxxxx & Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to such Purchase Option or Securities, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and is in compliance with applicable state law.