Common use of Sale or Exercise Without Registration Clause in Contracts

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or Common Stock (or Other Securities) previously issued upon the exercise of Warrants, such Warrant or Common Stock (or Other Securities) shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the holder or transferee of such Warrant or Common Stock (or Other Securities), as the case may be, furnish to the Company a satisfactory opinion of counsel to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, provided that nothing contained in this Section 2 shall relieve the Company from complying with any request for registration pursuant to Section 1 hereof.

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or Common Stock (or Other Securities) of Underlying Securities previously issued upon the exercise of Warrants, such Warrant or Common Stock (or Other Securities) Underlying Securities shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the holder Holder or transferee of such Warrant or Common Stock (or Other Underlying Securities), as the case may be, furnish to the Company a satisfactory an opinion of counsel counsel, reasonably satisfactory to the Company, to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, provided that nothing contained in this Section 2 shall relieve the Company from complying with any request for registration pursuant to Section 1 hereof.

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or Common Stock (or Other Securities) of Underlying Securities previously issued upon the exercise of Warrants, such Warrant or Common Stock (or Other Securities) Underlying Securities shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the holder Holder or transferee of such Warrant or Common Stock (or Other Underlying Securities), as the case may be, furnish to the Company a satisfactory an opinion of counsel counsel, reasonably satisfactory to the Company, to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, provided that the disposition thereof shall at all times be within the control of such Holder or transferee, as the case may be, and provided further that nothing contained in this Section 2 shall relieve the Company from complying with any request for registration pursuant to Section 1 hereofthe Investor Rights Agreement.

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or Common Stock (or Other Securities) of Underlying Securities previously issued upon the exercise of Warrants, such Warrant or Common Stock (or Other Securities) Underlying Securities shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the holder Holder or transferee of such Warrant or Common Stock (or Other Underlying Securities), as the case may be, furnish to the Company a satisfactory an opinion of counsel counsel, reasonably satisfactory to the Company, to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, Act and without registration or qualification under any applicable Blue Sky Laws; provided that nothing contained in this Section 2 shall relieve the Company Holder from complying with any request for registration pursuant to Section 1 hereofits obligations under the Subscription Agreement.

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or Common Stock (or Other Securities) of Underlying Securities previously issued upon the exercise of Warrants, such Warrant or Common Stock (or Other Securities) Underlying Securities shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the holder Holder or transferee of such Warrant or Common Stock (or Other Underlying Securities), as the case may be, furnish to the Company a satisfactory an opinion of counsel counsel, reasonably satisfactory to the Company, to the effect that such exercise, transfer or exchange may be made without registration under the Securities ActAct and without registration or qualification under any applicable Blue Sky Laws, provided that nothing contained in this Section 2 shall relieve (a) the Company from complying with any request for registration pursuant to Section 1 hereofthe Investor Rights Agreement or (b) the Holder from its obligations under the Unit Subscription Agreement.

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or Common Stock (or Other Securities) of Underlying Securities previously issued upon the exercise of Warrants, such Warrant or Common Stock (or Other Securities) Underlying Securities shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the holder Holder or transferee of such Warrant or Common Stock (or Other Underlying Securities), as the case may be, furnish to the Company a satisfactory an opinion of counsel counsel, reasonably satisfactory to the Company, to the effect that such exercise, transfer or exchange may be made without registration under the Securities ActAct and without registration or qualification under any applicable Blue Sky Laws, provided that nothing contained in this Section 2 shall relieve (a) the Company from complying with any request for registration pursuant to Section 1 hereofthe Registration Rights Agreement or (b) the Holder from its obligations under the Unit Subscription Agreement.

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or Common Stock (or Other Securities) previously issued upon the exercise of Warrants, such Warrant or Common Stock (or Other Securities) shall not be registered under the Securities ActAct and any applicable state securities laws, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the holder or transferee of such Warrant or Common Stock (or Other Securities), as the case may be, furnish to the Company a satisfactory opinion of counsel to the effect that such exercise, transfer or exchange may be made without registration under the Securities ActAct and any applicable state securities laws, provided that nothing contained in this Section 2 shall relieve the Company from complying with any request for registration pursuant to Section 1 hereof.

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or of Common Stock (or Other Securities) previously issued upon the exercise of Warrants, such Warrant or Common Stock (or Other Securities) shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the holder or transferee of such Warrant or Common Stock (or Other Securities), as the case may be, furnish to the Company a satisfactory opinion of counsel to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, provided that the disposition thereof shall be in compliance with the provisions of the Stockholders Agreement, and provided further that nothing contained in this Section 2 shall relieve the Company from complying with any request for registration pursuant to Section 1 hereof.

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or Common Stock (or Other Securities) of Underlying Securities previously issued upon the exercise of Warrants, such Warrant or Common Stock (or Other Securities) Underlying Securities shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the holder Holder or transferee of such Warrant or Common Stock (or Other Underlying Securities), as the case may be, furnish to the Company a satisfactory an opinion of counsel counsel, reasonably satisfactory to the Company, to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, provided that nothing contained in this Section 2 the disposition thereof shall relieve at all times be within the Company from complying with any request for registration pursuant to Section 1 hereofcontrol of such Holder or transferee, as the case may be.

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or Common Stock (or Other Securities) of Underlying Securities previously issued upon the exercise of Warrants, such Warrant or Common Stock (or Other Securities) Underlying Securities shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the holder Holder or transferee of such Warrant or Common Stock (or Other Underlying Securities), as the case may be, furnish to the Company a satisfactory an opinion of counsel counsel, reasonably satisfactory to the Company, to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act, provided that nothing contained in this Section 2 shall relieve the Company from complying with Act and without registration or qualification under any request for registration pursuant to Section 1 hereofapplicable Blue Sky Laws.

Sale or Exercise Without Registration. If, at the time of any exercise, transfer or surrender for exchange of a Warrant or of Common Stock (or Other Securities) previously issued upon the exercise of Warrants, such Warrant or Common Stock (or Other Securities) shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the holder or transferee of such Warrant or Common Stock (or Other Securities), as the case may be, furnish to the Company a satisfactory opinion of counsel to the effect that such exercise, transfer or exchange may be made without registration under the Securities ActAct and any applicable state securities laws, provided that nothing contained in this Section 2 shall relieve the Company from complying with any request for registration pursuant to Section 1 hereof.