Common use of SECURITIES LAW REQUIREMENTS; REGISTRATION OBLIGATIONS Clause in Contracts

SECURITIES LAW REQUIREMENTS; REGISTRATION OBLIGATIONS. Neither this Warrant nor the Warrant Shares have been registered under the Securities Act or any state securities or blue sky laws. Accordingly, upon (a) any transfer of this Warrant, any transferee of this Warrant or (b) the exercise of this Warrant in whole or in part, and if the Warrant Shares have not been registered under the Securities Act, Holder or any other person exercising this Warrant shall, as applicable, represent and agree in writing satisfactory to the Company that Holder or such other person (a) is acquiring the shares for the purpose of investment and not with a view to distribution thereof, (b) knows the shares have not been registered under the Securities Act or any state securities or blue sky laws, (c) understands that he must bear the economic risk of said investment for an indefinite period of time until the shares are registered under the Securities Act and applicable state securities or blue sky laws or an exemption from such registration is available, and (d) will not solicit any offer to sell or sell all or any portion of the shares other than pursuant to an opinion of counsel reasonably satisfactory to the Company. The Company shall, upon written demand by Holder, use its best efforts to cause the Warrant Shares to be registered under the Securities Act and any state securities or blue sky laws; provided that the Company's obligation to register the Warrant Shares under the Securities Act shall be limited to the filing of a registration statement on Form S-8 or, if unavailable, on Form S-3, or any successors to such forms, and the Company shall have no registration obligations to Holder at any time that the use of such forms is unavailable to the Company for the registration of the Warrant Shares.