Common use of RESTRICTIVE SECURITIES LEGENDS Clause in Contracts

RESTRICTIVE SECURITIES LEGENDS. (i) The Holder agrees to the imprinting of the following legend on any certificate evidencing the Warrant Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER THE APPLICABLE LAWS OF ANY STATE, AND THEREFORE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE LAWS OF ANY STATE, OR IN A TRANSACTION EXEMPT FROM OR NOT SUBJECT TO THE SECURITIES ACT. (ii) Certificates evidencing the Warrant Shares shall not contain any legend: (1) while a registration statement (including the Registration Statement) covering the resale of the Warrant Shares is effective under the Securities Act, or (2) following any sale of the Shares pursuant to Rule 144 (other than sales to an Affiliate of Holder), or (3) if the Warrant Shares are eligible for sale under Rule 144(b), or (4) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). If a legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then any certificates representing the Warrant Shares shall be issued free of all legends. The Company agrees that following the effective date of the Registration Statement or at such time as such legend is no longer required under this Section 7, it will, no later than three Business Days following the delivery by the Holder to the Company’s transfer agent of a certificate representing Warrant Shares issued with a restrictive legend, deliver or cause to be delivered to the Holder a certificate representing such Warrant Shares that is free from all restrictive and other legends. Unless required by law, the Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section 7.

RESTRICTIVE SECURITIES LEGENDS. (a) Each Global Note and Physical Note that constitutes a Restricted Security shall bear the following legend (the "RESTRICTIVE SECURITIES LEGEND") on the face thereof until after the second anniversary of the later of (i) The Holder agrees to the imprinting issue date for the Notes, and (ii) the last date on which the Company or any Affiliate of the following legend on Company was the owner of such Note (or any certificate evidencing predecessor security) (or such shorter period of time as permitted by Rule 144(k) under the Warrant Shares: THE SECURITIES REPRESENTED BY Securities Act or any successor provision thereunder) (or such longer period of time as may be required under the Securities Act or applicable state securities laws in the opinion of counsel for the Company, unless otherwise agreed between the Company and the Holder thereof): THIS CERTIFICATE HAVE NOT BEEN REGISTERED NOTE (OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”ITS PREDECESSOR) OR UNDER THE APPLICABLE LAWS OF ANY STATE, AND THEREFORE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE LAWS OF ANY STATE, OR WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE AND THE SHARES OF OUR COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR NOT SUBJECT OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(1), (2) OR (7) UNDER THE SECURITIES ACT WHO PURCHASES AT LEAST $100,000 PRINCIPAL AMOUNT OF NOTES, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED BY THE SECURITIES ACT. THIS NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE AGREED TO SUCH AMENDMENT OR SUPPLEMENT. (b) Each share of Common Stock that constitutes a Restricted Security shall bear the legend as set forth in Exhibit D (the "RESTRICTIVE SECURITIES LEGEND") on the reverse thereof until after the second anniversary of the later of (i) the issue date for such share of Common Stock, and (ii) Certificates evidencing the Warrant Shares shall not contain last date on which the Company or any legend: (1) while a registration statement (including the Registration Statement) covering the resale Affiliate of the Warrant Shares is effective Company was the owner of such share of Common Stock (or any predecessor security) (or such shorter period of time as permitted by Rule 144(k) under the Securities Act, Act or any successor provision thereunder) (2) following any sale or such longer period of the Shares pursuant to Rule 144 (other than sales to an Affiliate of Holder), or (3) if the Warrant Shares are eligible for sale under Rule 144(b), or (4) if such legend is not time as may be required under applicable requirements of the Securities Act (including judicial interpretations or applicable state securities laws in the opinion of counsel for the Company, unless otherwise agreed between the Company and pronouncements issued by the staff of the Commission). If a legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then any certificates representing the Warrant Shares shall be issued free of all legends. The Company agrees that following the effective date of the Registration Statement or at such time as such legend is no longer required under this Section 7, it will, no later than three Business Days following the delivery by the Holder to thereof). (c) Each Global Note shall also bear the Company’s transfer agent of a certificate representing Warrant Shares issued with a restrictive legendfollowing legend (the "Global Note Legend"): THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, deliver or cause to be delivered to the Holder a certificate representing such Warrant Shares that is free from all restrictive and other legendsAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Unless required by lawUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), the Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section 7A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

RESTRICTIVE SECURITIES LEGENDS. (i) The Holder agrees to the imprinting of the following legend on any certificate evidencing the Warrant Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER THE APPLICABLE LAWS OF ANY STATE, AND THEREFORE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE LAWS OF ANY STATE, OR IN A TRANSACTION EXEMPT FROM OR NOT SUBJECT TO THE SECURITIES ACT. (ii) Certificates evidencing the Warrant Shares shall not contain any legend: (1) while a registration statement (including the Registration Statement) covering the resale of the Warrant Shares is effective under the Securities Act, or (2) following any sale of the Shares pursuant to Rule 144 (other than sales to an Affiliate of Holder), or (3) if such the Warrant Shares are eligible for sale under Rule 144(b), or (4) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). If a legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then any certificates representing the Warrant Shares shall be issued free of all legends. The Company agrees that following the effective date of the Registration Statement or at such time as such legend is no longer required under this Section 7, it will, no later than three Business Days following the delivery by the Holder to the Company’s transfer agent of a certificate representing Warrant Shares issued with a restrictive legend, deliver or cause to be delivered to the Holder a certificate representing such Warrant Shares that is free from all restrictive and other legends. Unless required by law, the Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section 7.