Restrictions Upon Transferability. This Note has not been registered under the Act, and may not be offered, sold, pledged, hypothecated, assigned or transferred except (i) pursuant to a registration statement under the Act which has become effective and is current with respect to this Note, or (ii) pursuant to a specific exemption from registration under the Act but only upon a Holder hereof first having obtained the written opinion of counsel to the Company, or other counsel reasonably acceptable to the Company, that the proposed disposition is consistent with all applicable provisions of the Act as well as any applicable "blue sky" or other state securities law.
Restrictions Upon Transferability. The Warrant Stock and the Warrant may be sold or otherwise disposed only in accordance with the provisions of Sections 4 and 5 of the Registration Rights Schedule.
Restrictions Upon Transferability. Neither this Warrant nor any Warrant Stock issuable upon exercise hereof has been registered under the Securities Act, and none of such securities may be offered, sold, pledged, hypothecated, assigned or transferred except (i) pursuant to a registration statement under such Act which has become effective and is current with respect to such securities, or (ii) pursuant to a specific exemption from registration under the Securities Act, but only upon a holder thereof first having obtained the written opinion of counsel to the Issuer, or other counsel reasonably acceptable to the Issuer, that the proposed disposition is consistent with all applicable provisions of the Securities Act, as well as any applicable "blue sky" or other state securities law. Upon exercise, in part or in whole, of this Warrant, each certificate issued representing shares of Warrant Stock underlying this Warrant shall bear a legend to the foregoing effect.
Restrictions Upon Transferability. This Note has not been registered under the Securities Act or applicable state securities laws, and may not be offered, sold, transferred, pledged, hypothecated, assigned or otherwise disposed of except (a) pursuant to an effective registration statement under the Securities Act and such state laws which is current with respect to this Note or (b) pursuant to an exemption from registration under the Securities Act and such state laws if the Registered Holder hereof shall have first obtained the written opinion of counsel to the Company or other counsel acceptable to the Company to the effect that the proposed disposition is consistent with all applicable provisions of the Securities Act and applicable state securities laws. In addition, this Note may not be transferred while the Lock-Up, if any, is in effect except (i) with the prior written consent of Wainxxxxxx xx (ii) if the transfer or other disposition (A) is made to any Affiliate of such Registered Holder, (B) is a bona fide gift, or (C) is made to any trust.
Restrictions Upon Transferability. Both this Warrant and the Shares purchasable hereunder are subject to restrictions on their sale, transfer or assignment (“Transfer”). Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended (the “Act”) or any state securities law(s). In the event the Holder elects (or is obligated by court decree) to Transfer all or part of the Holder’s interest in this Warrant, then the Company shall have a first or prior option to redeem this Warrant, in its entirety, within thirty (30) days of being notified by the Holder of the proposed Transfer. The redemption price shall be upon the same terms and consideration as provided under the proposed Transfer. If the Company does not notify the Holder in writing within such 30-day period of its intention to redeem this Warrant, the Holder may Transfer this Warrant provided that (i) this Warrant and the Shares then have been registered under the Act and applicable state securities laws, or (ii) the Holder delivers to the Company an opinion from counsel in a form reasonably satisfactory to the Company that the proposed Transfer is exempt from the Act and state securities laws.
Restrictions Upon Transferability
