Common use of RESTRICTIONS ON, AND NOTICE OF, PROPOSED TRANSFERS Clause in Contracts

RESTRICTIONS ON, AND NOTICE OF, PROPOSED TRANSFERS. The Holder agrees that prior to any proposed transfer of this Warrant or any of the shares of Common Stock issuable upon exercise of this Warrant (collectively, the "Restricted Securities"), the Holder shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied by either (a) a written opinion of legal counsel who shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act or under any applicable state or other securities laws (which opinion with respect to state or other securities laws shall in any event be delivered if the "no-action" letter is delivered pursuant to Section 4.4(b)) or (b) a "no-action" letter from the staff of the Securities and Exchange Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon the Holder shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered to the Company. Each certificate evidencing the Restricted Securities transferred as provided above shall bear the appropriate restrictive legend set forth in Section 4.3 above, except that such certificate shall not bear such restrictive legend if the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to comply with any provisions of the Securities Act.

RESTRICTIONS ON, AND NOTICE OF, PROPOSED TRANSFERS. The Holder Warrantholder ------------------------------------------------ agrees that prior to any proposed transfer of this Warrant or any of the shares of Common Stock issuable upon exercise of this Warrant (collectivelyShares, the "Restricted Securities"), the Holder Warrantholder shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall shall, if requested by the Company, be accompanied by either (a) a written an opinion of legal counsel who which counsel shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities Warrant Shares may be effected without registration under the Securities Act or under any applicable state or other securities laws (which opinion with respect to state or other securities laws shall in any event be delivered if the "no-action" letter is delivered pursuant to Section 4.4(b)) or (b) a "no-action" letter from the staff of the Securities and Exchange Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff Staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon the Holder Warrantholder shall be entitled to transfer such Restricted Securities Warrant Shares in accordance with the terms of the notice delivered to the Company. Each certificate evidencing the Restricted Securities Warrant Shares transferred as provided above shall bear the appropriate restrictive legend set forth in Section 4.3 4.2 above, except that such certificate shall not bear such ----------- restrictive legend if the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to comply with any provisions of the Securities Act.

RESTRICTIONS ON, AND NOTICE OF, PROPOSED TRANSFERS. The Holder Purchaser ------------------------------------------------ agrees that prior to any proposed transfer of this Warrant or any of the shares Warrant Shares other than pursuant to the Registration Statement, as defined in Section 11.2(b) of Common Stock issuable upon exercise of this Warrant (collectivelythe Purchase Agreement, the "Restricted Securities"), the Holder Purchaser shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall shall, if requested by the Company, be accompanied by either (a) a written opinion of legal counsel who shall be reasonably satisfactory to the Company, addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed transfer of the Restricted Securities Warrant Shares may be effected without registration under the Securities Act or under any applicable state or other securities laws (which opinion with respect to state or other securities laws shall in any event be delivered if the "no-action" letter is delivered pursuant to Section 4.4(b)) or (b) a "no-action" letter from the staff of the Securities and Exchange Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff Staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon the Holder Purchaser shall be entitled to transfer such Restricted Securities Warrant Shares in accordance with the terms of the notice delivered to the Company. Each certificate evidencing the Restricted Securities Warrant Shares transferred as provided above shall bear the appropriate restrictive legend set forth in Section 4.3 above, except that such certificate shall not bear such restrictive legend if the opinion of counsel or "no-action" letter referred to above is to the further effect that such legend is not required in order to comply with any provisions of the Securities Act.