Common use of Restrictions on Transfer of Warrants and Warrant Shares Clause in Contracts

Restrictions on Transfer of Warrants and Warrant Shares. (a) The Warrants, and any Warrant Shares issued upon the exercise of the Warrants, may not be sold, pledged, hypothecated, transferred or assigned, in whole or in part, unless a registration statement under the Securities Act, and under any applicable state securities laws, is effective therefor, or an exemption from such registration is then available and an opinion of counsel, acceptable to the Company and to the transfer agent or warrant agent, if any, has been rendered stating that such sale, pledge, hypothecation, transfer or assignment will not violate the Securities Act or any other United States federal or state securities laws; provided, that no such opinion of counsel shall be required in the event of a sale to (i) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, (ii) pursuant to the applicable provisions of Rule 144 under the Securities Act, or (iii) to an “affiliate” of the Holder, as such term is defined in Rule 405 under the Securities Act. (b) As a condition precedent to the registration of transfer and issuance of any certificates representing Warrants or Warrant Shares upon transfer, the Company shall be entitled to obtain a letter or other instrument from the Holder and the proposed transferee containing such representations or warranties by such Holder and proposed transferee as reasonably deemed necessary by the Company to effect compliance by the Company with the requirements of the Securities Act and any other applicable federal and/or state securities laws. (c) Any sale, pledge, hypothecation, transfer, or assignment of a Warrant or Warrant Shares in violation of the foregoing restrictions shall be deemed null and void and of no binding effect. (d) The Company will issue instructions to any warrant agent that may be appointed, and to the transfer agent and registrar of its Warrant Shares, to refuse to register the transfer of any Warrant and Warrant Shares not made pursuant to registration under the Securities Act and applicable state securities laws, or pursuant to an available exemption from registration under the Securities Act and applicable state securities laws.

Restrictions on Transfer of Warrants and Warrant Shares. (a) The Warrants, and any Warrant Shares issued upon the exercise of the Warrants, may not be sold, pledged, hypothecated, transferred or assigned, in whole or in part, unless a registration statement under the Securities Act, and under any applicable state securities laws, is effective therefortherefor or, or an exemption from such registration is then available available, and an opinion of counsel, acceptable to the Company and to the transfer agent or warrant agent, if any, has been rendered stating that such sale, pledge, hypothecation, transfer or assignment will not violate the Securities Act or any other United States federal or state securities laws; provided, that and in the case of a sale by a person who is not a U.S. Person, was made in compliance with Regulation S. Hedging transactions involving Warrants and Warrant Shares may not be conducted unless in compliance with the Act. Notwithstanding anything herein to the contrary, no such registration statement or opinion of counsel shall be required for any transfer of any Warrant Shares in the event of a sale to (i) a “qualified institutional buyer” within the meaning of compliance with Rule 144 or Rule 144A under the Securities Act, or the Warrants or Warrant Shares (i) by a Holder that is a partnership or a corporation to (A) a partner of such partnership or shareholder of such corporation, (B) a retired partner of such partnership who retires after the date hereof, (C) the estate of any such partner or shareholder, or (ii) pursuant by a Holder to an affiliated fund or entity of such Holder; provided, however, that in each of the foregoing cases, the transferee agrees in writing to be subject to the applicable provisions terms of Rule 144 under this Section 4.3 to the Securities Act, or (iii) to same extent as if the transferee were an “affiliate” of the Holder, as such term is defined in Rule 405 under the Securities Actoriginal Holder hereunder. (ba) As a condition precedent to the registration of transfer and issuance of any certificates representing Warrants or Warrant Shares upon transfer, the Company shall be entitled to obtain a letter or other instrument from the Holder and the proposed transferee containing such covenants, representations or warranties by such Holder and proposed transferee as reasonably deemed necessary by the Company to effect compliance by the Company with the requirements of the Securities Act and any other applicable federal and/or state securities laws. (cb) Any sale, pledge, hypothecation, transfer, or assignment of a Warrant or Warrant Shares in violation of the foregoing restrictions shall be deemed null and void and of no binding effect. (dc) The Company will issue instructions to any warrant agent that may be appointed, and to the transfer agent and registrar of its Warrant SharesCommon Stock, to refuse to register the transfer of any Warrant and Warrant Shares not made (i) in accordance with the provisions of Regulation S, or (ii) pursuant to registration under the Securities Act and applicable state securities laws, or (iii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws.

Restrictions on Transfer of Warrants and Warrant Shares. (a) The Warrants, and any Warrant Shares issued upon the exercise of the Warrants, may not be sold, pledged, hypothecated, transferred or assigned, in whole or in part, unless a registration statement under the Securities Act, and under any applicable state securities laws, is effective therefortherefor or, or an exemption from such registration is then available available, and an opinion of counsel, acceptable to the Company and to the transfer agent or warrant agent, if any, has been rendered stating that such sale, pledge, hypothecation, transfer or assignment will not violate the Securities Act or any other United States federal or state securities laws; provided. Notwithstanding anything herein to the contrary, that no such registration statement or opinion of counsel shall be required for any transfer of any Warrant Shares in the event of a sale to (i) a “qualified institutional buyer” within the meaning of compliance with Rule 144 or Rule 144A under the Securities Act, (ii) pursuant to the applicable provisions of Rule 144 under the Securities Act, or (iii) to an “affiliate” of the Holder, as such term is defined in Rule 405 under the Securities Act. (ba) As a condition precedent to the registration of transfer and issuance of any certificates representing Warrants or Warrant Shares upon transfer, the Company shall be entitled to obtain a letter or other instrument from the Holder and the proposed transferee containing such covenants, representations or warranties by such Holder and proposed transferee as reasonably deemed necessary by the Company to effect compliance by the Company with the requirements of the Securities Act and any other applicable federal and/or state securities laws. (cb) Any sale, pledge, hypothecation, transfer, or assignment of a Warrant or Warrant Shares in violation of the foregoing restrictions shall be deemed null and void and of no binding effect. (dc) The Company will issue instructions to any warrant agent that may be appointed, and to the transfer agent and registrar of its Warrant SharesCommon Stock, to refuse to register the transfer of any Warrant and Warrant Shares not made pursuant to registration under the Securities Act and applicable state securities laws, or pursuant to an available exemption from registration under the Securities Act and applicable state securities laws.