Common use of Restrictions of Transfer Clause in Contracts

Restrictions of Transfer. Neither the Warrant nor the Warrant Shares shall be transferable except upon the conditions specified in this Section 2.1, which conditions are intended to insure compliance with the provisions of the Securities Act of 1933 (the "1933 Act") in respect to the transfer of the Warrant and the Warrant Shares. (a) Unless and until otherwise permitted by this Section 2.1, the Warrant and each certificate or other document evidencing any of the Warrant Shares shall be endorsed with a legend substantially in the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT, OR (C) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER" (b) Neither the Warrant nor the Warrant Shares shall be transferred, and the Company shall not be required to register any such transfer, unless and until one of the following events shall have occurred: (i) the Company shall have received an opinion of counsel, in form and substance reasonably acceptable to the Company and its counsel, stating that the contemplated transfer is exempt from registration under the 1933 Act as then in effect, and the Rules and Regulations of the Securities and Exchange Commission (the "Commission") thereunder. Within five business days after delivery to the Company and its counsel of such an opinion, the Company either shall deliver to the proposed transferor a statement to the effect that such opinion is not satisfactory in the reasonable opinion of its counsel (and shall specify in detail the legal analysis supporting any such conclusion) or shall authorize the Company's transfer agent to make the requested transfer; (ii) the Company shall have been furnished with a letter from the Commission in response to a written request in form and substance acceptable to counsel for the Company setting forth all of the facts and circumstances surrounding the contemplated transfer, stating that the Commission will take no action with regard to the contemplated transfer; (iii) the Warrant or the Warrant Shares are transferred pursuant to a registration statement which has been filed with the Commission and has become effective; or (iv) the Warrant or the Warrant Shares are transferred in accordance with the provisions of Rule 144 promulgated by the Commission under the 1933 Act. (c) The restrictions on transfer imposed by this Section 2.1 shall cease and terminate as to the Warrant and the Warrant Shares when (i) such securities shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration, (ii) an acceptable opinion as described in Section 2.l(b)(i) or a "no action" letter described in Section 2.l(b)(ii) states that future transfers of such securities by the transferor or the contemplated transferee would be exempt from registration under the 1933 Act, or (iii) such securities may be sold in accordance with the provisions of Rule 144 promulgated under the 1933 Act. When the restrictions on transfer contained in this Section 2.1 have terminated as provided above, the holder of the securities as to which such restrictions shall have terminated or the transferee of such holder shall be entitled to receive promptly from the Company, without expense to him, new certificates not bearing the legend set forth in Section 2.1(a) hereof.

Restrictions of Transfer. Neither the Warrant nor the Warrant ------------------------ Shares shall be transferable except upon the conditions specified in this Section 2.1, which conditions are intended to insure compliance with the provisions of the Securities Act of 1933 (the "1933 Act") in respect to the transfer of the Warrant and the Warrant Shares. (a) Unless and until otherwise permitted by this Section 2.1, the Warrant and each certificate or other document evidencing any of the Warrant Shares shall be endorsed with a legend substantially in the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT, OR (C) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER" (b) Neither the Warrant nor the Warrant Shares shall be transferred, and the Company shall not be required to register any such transfer, unless and until one of the following events shall have occurred: (i) the Company shall have received an opinion of counsel, in form and substance reasonably acceptable to the Company and its counsel, stating that the contemplated transfer is exempt from registration under the 1933 Act as then in effect, and the Rules and Regulations of the Securities and Exchange Commission (the "Commission") thereunder. Within five business days after delivery to the Company and its counsel of such an opinion, the Company either shall deliver to the proposed transferor a statement to the effect that such opinion is not satisfactory in the reasonable opinion of its counsel (and shall specify in detail the legal analysis supporting any such conclusion) or shall authorize the Company's transfer agent to make the requested transfer; (ii) the Company shall have been furnished with a letter from the Commission in response to a written request in form and substance acceptable to counsel for the Company setting forth all of the facts and circumstances surrounding the contemplated transfer, stating that the Commission will take no action with regard to the contemplated transfer; (iii) the Warrant or the Warrant Shares are transferred pursuant to a registration statement which has been filed with the Commission and has become effective; or (iv) the Warrant or the Warrant Shares are transferred in accordance with the provisions of Rule 144 promulgated by the Commission under the 1933 Act. (c) The restrictions on transfer imposed by this Section 2.1 shall cease and terminate as to the Warrant and the Warrant Shares when (i) such securities shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration, (ii) an acceptable opinion as described in Section 2.l(b)(i) or a "no action" letter described in Section 2.l(b)(ii) states that future transfers of such securities by the transferor or the contemplated transferee would be exempt from registration under the 1933 Act, or (iii) such securities may be sold in accordance with the provisions of Rule 144 promulgated under the 1933 Act. When the restrictions on transfer contained in this Section 2.1 have terminated as provided above, the holder of the securities as to which such restrictions shall have terminated or the transferee of such holder shall be entitled to receive promptly from the Company, without expense to him, new certificates not bearing the legend set forth in Section 2.1(a) hereof.

Restrictions of Transfer. Neither the Warrant nor the ------------------------ Warrant Shares shall be transferable except upon the conditions specified in this Section 2.1, which conditions are intended to insure compliance with the provisions of the Securities Act of 1933 (the "1933 Act") in respect to the transfer of the Warrant and the Warrant Shares. (a) Unless and until otherwise permitted by this Section 2.1, the Warrant and each certificate or other document evidencing any of the Warrant Shares shall be endorsed with a legend substantially in the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT, OR (C) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER" (b) Neither the Warrant nor the Warrant Shares shall be transferred, and the Company shall not be required to register any such transfer, unless and until one of the following events shall have occurred: (i) the Company shall have received an opinion of counsel, in form and substance reasonably acceptable to the Company and its counsel, stating that the contemplated transfer is exempt from registration under the 1933 Act as then in effect, and the Rules and Regulations of the Securities and Exchange Commission (the "Commission") thereunder. Within five business days after delivery to the Company and its counsel of such an opinion, the Company either shall deliver to the proposed transferor a statement to the effect that such opinion is not satisfactory in the reasonable opinion of its counsel (and shall specify in detail the legal analysis supporting any such conclusion) or shall authorize the Company's transfer agent to make the requested transfer; (ii) the Company shall have been furnished with a letter from the Commission in response to a written request in form and substance acceptable to counsel for the Company setting forth all of the facts and circumstances surrounding the contemplated transfer, stating that the Commission will take no action with regard to the contemplated transfer; (iii) the Warrant or the Warrant Shares are transferred pursuant to a registration statement which has been filed with the Commission and has become effective; or (iv) the Warrant or the Warrant Shares are transferred in accordance with the provisions of Rule 144 promulgated by the Commission under the 1933 Act. (c) The restrictions on transfer imposed by this Section 2.1 shall cease and terminate as to the Warrant and the Warrant Shares when (i) such securities shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration, (ii) an acceptable opinion as described in Section 2.l(b)(i) or a "no action" letter described in Section 2.l(b)(ii) states that future transfers of such securities by the transferor or the contemplated transferee would be exempt from registration under the 1933 Act, or (iii) such securities may be sold in accordance with the provisions of Rule 144 promulgated under the 1933 Act. When the restrictions on transfer contained in this Section 2.1 have terminated as provided above, the holder of the securities as to which such restrictions shall have terminated or the transferee of such holder shall be entitled to receive promptly from the Company, without expense to him, new certificates not bearing the legend set forth in Section 2.1(a) hereof.

Restrictions of Transfer. Neither the Warrant nor the Warrant Shares shall be transferable except upon the conditions specified in this Section 2.1, which conditions are intended to insure compliance with the provisions of the Securities Act of 1933 (the "1933 Act") in respect to the transfer of the Warrant and the Warrant Shares. (a) Unless and until otherwise permitted by this Section 2.1, the Warrant and each certificate or other document evidencing any of the Warrant Shares shall be endorsed with a legend substantially in the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT, OR (C) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER." (b) Neither the Warrant nor the Warrant Shares shall be transferred, and the Company shall not be required to register any such transfer, unless and until one of the following events shall have occurred: (i) the Company shall have received an opinion of counsel, in form and substance reasonably acceptable to the Company and its counsel, stating that the contemplated transfer is exempt from registration under the 1933 Act as then in effect, and the Rules and Regulations of the Securities and Exchange Commission (the "Commission") thereunder. Within five business days after delivery to the Company and its counsel of such an opinion, the Company either shall deliver to the proposed transferor a statement to the effect that such opinion is not satisfactory in the reasonable opinion of its counsel (and shall specify in detail the legal analysis supporting any such conclusion) or shall authorize the Company's transfer agent to make the requested transfer; (ii) the Company shall have been furnished with a letter from the Commission in response to a written request in form and substance acceptable to counsel for the Company setting forth all of the facts and circumstances surrounding the contemplated transfer, stating that the Commission will take no action with regard to the contemplated transfer; (iii) the Warrant or the Warrant Shares are transferred pursuant to a registration statement which has been filed with the Commission and has become effective; or (iv) the Warrant or the Warrant Shares are transferred in accordance with the provisions of Rule 144 promulgated by the Commission under the 1933 Act. (c) The restrictions on transfer imposed by this Section 2.1 shall cease and terminate as to the Warrant and the Warrant Shares when (i) such securities shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration, (ii) an acceptable opinion as described in Section 2.l(b)(i) or a "no action" letter described in Section 2.l(b)(ii) states that future transfers of such securities by the transferor or the contemplated transferee would be exempt from registration under the 1933 Act, or (iii) such securities may be sold in accordance with the provisions of Rule 144 promulgated under the 1933 Act. When the restrictions on transfer contained in this Section 2.1 have terminated as provided above, the holder of the securities as to which such restrictions shall have terminated or the transferee of such holder shall be entitled to receive promptly from the Company, without expense to him, new certificates not bearing the legend set forth in Section 2.1(a) hereof.an

Restrictions of Transfer. Neither the Warrant nor the Warrant Shares shall be transferable except upon the conditions specified in this Section 2.1, which conditions are intended to insure compliance with the provisions of the Securities Act of 1933 (the "1933 Act") in respect to the transfer of the Warrant and the Warrant Shares. (a) Unless and until otherwise permitted by this Section 2.1, the Warrant and each certificate or other document evidencing any of the Warrant Shares shall be endorsed with a legend substantially in the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT, OR (C) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER" (b) Neither the Warrant nor the Warrant Shares shall be transferred, and the Company shall not be required to register any such transfer, unless and until one of the following events shall have occurred: (i) the Company shall have received an opinion of counsel, in form and substance reasonably acceptable to the Company and its counsel, stating that the contemplated transfer is exempt from registration under the 1933 Act as then in effect, and the Rules and Regulations of the Securities and Exchange Commission (the "Commission") thereunder. Within five business days after delivery to the Company and its counsel of such an opinion, the Company either shall deliver to the proposed transferor a statement to the effect that such opinion is not satisfactory in the reasonable opinion of its counsel (and shall specify in detail the legal analysis supporting any such conclusion) or shall authorize the Company's transfer agent to make the requested transfer; (ii) the Company shall have been furnished with a letter from the Commission in response to a written request in form and substance acceptable to counsel for the Company setting forth all of the facts and circumstances surrounding the contemplated transfer, stating that the Commission will take no action with regard to the contemplated transfer; (iii) the Warrant or the Warrant Shares are transferred pursuant to a registration statement which has been filed with the Commission and has become effective; or (iv) the Warrant or the Warrant Shares are transferred in accordance with the provisions of Rule 144 promulgated by the Commission under the 1933 Act. (c) The restrictions on transfer imposed by this Section 2.1 shall cease and terminate as to the Warrant and the Warrant Shares when (i) such securities shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration, (ii) an acceptable opinion as described in Section 2.l(b)(i2.1(b)(i) or a "no action" letter described in Section 2.l(b)(ii2.1(b)(ii) states that future transfers of such securities by the transferor or the contemplated transferee would be exempt from registration under the 1933 Act, or (iii) such securities may be sold in accordance with the provisions of Rule 144 promulgated under the 1933 Act. When the restrictions on transfer contained in this Section 2.1 have terminated as provided above, the holder of the securities as to which such restrictions shall have terminated or the transferee of such holder shall be entitled to receive promptly from the Company, without expense to him, new certificates not bearing the legend set forth in Section 2.1(a) hereof.

Restrictions of Transfer. Neither the Warrant nor the Warrant ------------------------ Shares shall be transferable except upon the conditions specified in this Section 2.1, which conditions are intended to insure compliance with the provisions of the Securities Act of 1933 (the "1933 Act") in respect to the transfer of the Warrant and the Warrant Shares. (a) Unless and until otherwise permitted by this Section 2.1, the Warrant and each certificate or other document evidencing any of the Warrant Shares shall be endorsed with a legend substantially in the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT, OR (C) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER." (b) Neither the Warrant nor the Warrant Shares shall be transferred, and the Company shall not be required to register any such transfer, unless and until one of the following events shall have occurred: (i) the Company shall have received an opinion of counsel, in form and substance reasonably acceptable to the Company and its counsel, stating that the contemplated transfer is exempt from registration under the 1933 Act as then in effect, and the Rules and Regulations of the Securities and Exchange Commission (the "Commission") thereunder. Within five business days after delivery to the Company and its counsel of such an opinion, the Company either shall deliver to the proposed transferor a statement to the effect that such opinion is not satisfactory in the reasonable opinion of its counsel (and shall specify in detail the legal analysis supporting any such conclusion) or shall authorize the Company's transfer agent to make the requested transfer; (ii) the Company shall have been furnished with a letter from the Commission in response to a written request in form and substance acceptable to counsel for the Company setting forth all of the facts and circumstances surrounding the contemplated transfer, stating that the Commission will take no action with regard to the contemplated transfer; (iii) the Warrant or the Warrant Shares are transferred pursuant to a registration statement which has been filed with the Commission and has become effective; or (iv) the Warrant or the Warrant Shares are transferred in accordance with the provisions of Rule 144 promulgated by the Commission under the 1933 Act. (c) The restrictions on transfer imposed by this Section 2.1 shall cease and terminate as to the Warrant and the Warrant Shares when (i) such securities shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration, (ii) an acceptable opinion as described in Section 2.l(b)(i) or a "no action" letter described in Section 2.l(b)(ii) states that future transfers of such securities by the transferor or the contemplated transferee would be exempt from registration under the 1933 Act, or (iii) such securities may be sold in accordance with the provisions of Rule 144 promulgated under the 1933 Act. When the restrictions on transfer contained in this Section 2.1 have terminated as provided above, the holder of the securities as to which such restrictions shall have terminated or the transferee of such holder shall be entitled to receive promptly from the Company, without expense to him, new certificates not bearing the legend set forth in Section 2.1(a) hereof.an