Common use of Securities Law Transfer Restrictions Clause in Contracts

Securities Law Transfer Restrictions. No Purchaser shall sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares being purchased by it hereunder, except: (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if reasonably requested by the Company, upon delivery by such Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares in violation of this Section 6.1 shall be voidable by the Company; provided, however, that no opinion will be required in connection with (1) a public sale or transfer of Shares pursuant to an effective registration statement in connection with which such Purchaser represents in writing to the Company that such Shares have been or are being sold pursuant to such registration statement; (2) a public sale of Shares pursuant to Rule 144 under the Securities Act if such Purchaser has delivered to the Company a customary and accurate Rule 144 broker’s and seller’s representation letter; or (3) a sale of shares pursuant to Rule 144(k) under the Securities Act if such Purchaser has delivered to the Company a customary and accurate Rule 144 seller’s representation letter. The Company shall not register any transfer of the Shares in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.

Securities Law Transfer Restrictions. No Purchaser shall sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares being purchased by it hereunder, except: (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if reasonably requested by the Company, upon delivery by such Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares in violation of this this Section 6.1 shall be voidable by the Company; provided, however, that no opinion will be required in connection with (1i) a public sale or transfer of Shares pursuant to an effective registration statement in connection with which such Purchaser represents in writing to the Company that such Shares have been or are being sold pursuant to such registration statement; (2ii) a public sale of Shares pursuant to Rule 144 under the Securities Act if such Purchaser has delivered to the Company a customary and accurate Rule 144 broker’s 's and seller’s 's representation letter; or (3iii) a sale of shares pursuant to Rule 144(k) under the Securities Act if such Purchaser has delivered to the Company a customary and accurate Rule 144 seller’s 's representation letter. The Company shall not register any transfer of the Shares in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.

Securities Law Transfer Restrictions. No Purchaser shall sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares being purchased by it hereunder, except: (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if reasonably requested by the Company, upon delivery by such Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares in violation of this Section 6.1 shall be voidable by the Company; providedPROVIDED, howeverHOWEVER, that no opinion will be required in connection with (1) a public sale or transfer of Shares pursuant to an effective registration statement in connection with which such Purchaser represents in writing to the Company that such Shares have been or are being sold pursuant to such registration statement; (2) a public sale of Shares pursuant to Rule 144 under the Securities Act if such Purchaser has delivered to the Company a customary and accurate Rule 144 broker’s 's and seller’s 's representation letter; or (3) a sale of shares pursuant to Rule 144(k) under the Securities Act if such Purchaser has delivered to the Company a customary and accurate Rule 144 seller’s 's representation letter. The Company shall not register any transfer of the Shares in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.

Securities Law Transfer Restrictions. No Purchaser shall sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares being purchased by it hereunderhereunder and Warrants being issued to it hereunder or any Warrant Shares, except: (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if reasonably requested by the Company, upon delivery by such Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares in violation of this Section 6.1 shall be ----------- voidable by the Company; provided, however, that no opinion will be required in connection with (1) a public sale or transfer of Shares or Warrant Shares pursuant to an effective registration statement in connection with which such Purchaser represents in writing to the Company that such Shares or Warrant Shares have been or are being sold pursuant to such registration statement; (2ii) a public sale of Shares or Warrant Shares pursuant to Rule 144 under the Securities Act if such Purchaser has delivered to the Company a customary and accurate Rule 144 broker’s 's and seller’s 's representation letter; or (3iii) a sale of shares pursuant to Rule 144(k) under the Securities Act if such Purchaser has delivered to the Company a customary and accurate Rule 144 seller’s 's representation letter. The Company shall not register any transfer of the Shares and each Warrant in violation of this Section -------- 6.1. The Company may, and may instruct any transfer agent for the Company, to place such --- stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.. -----------

Securities Law Transfer Restrictions. No Purchaser shall sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares being purchased by it hereunder, except: (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if reasonably requested by the Company, upon delivery by such Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares in violation of this Section 6.1 shall be voidable by the Company; provided, however, that no opinion will be required in connection with (1) a public sale or transfer of Shares pursuant to an effective registration statement in connection with which such Purchaser represents in writing to the Company that such Shares have been or are being sold pursuant to such registration statement; (2) a public sale of Shares pursuant to Rule 144 under the Securities Act if such Purchaser has delivered to the Company a customary and accurate Rule 144 broker’s 's and seller’s 's representation letter; or (3) a sale of shares pursuant to Rule 144(k) under the Securities Act if such Purchaser has delivered to the Company a customary and accurate Rule 144 seller’s 's representation letter. The Company shall not register any transfer of the Shares in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.

Securities Law Transfer Restrictions. No Purchaser shall sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares Shares, the Warrants, and if applicable, the Warrant Shares, being purchased by it hereunder, except: (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if reasonably requested by the Company, upon delivery by such Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares Shares, the Warrants, and if applicable, the Warrant Shares, in violation of this Section 6.1 shall be voidable by the Company; provided, however, that no opinion will be required in connection with (1) a public sale or transfer of Shares Shares, the Warrants, and if applicable, the Warrant Shares, pursuant to an effective registration statement in connection with which such Purchaser represents in writing to the Company that such Shares Shares, and if applicable, Warrant Shares, have been or are being sold pursuant to such registration statement; (2) a public sale of Shares, and if applicable, Warrant Shares pursuant to Rule 144 under the Securities Act if such Purchaser has delivered to the Company a customary and accurate Rule 144 broker’s 's and seller’s 's representation letter; or (3) a sale of shares pursuant to Rule 144(k) under the Securities Act if such Purchaser has delivered to the Company a customary and accurate Rule 144 seller’s 's representation letter. The Company shall not register any transfer of the Shares, the Warrants, and if applicable, the Warrant Shares in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.

Securities Law Transfer Restrictions. No Purchaser shall sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares being purchased by it hereunder, except: (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if reasonably requested by the Company, upon delivery by such Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares in violation of this Section 6.1 shall be voidable by the Company; provided, however, that no opinion will be required in connection with (1) a public sale or transfer of Shares pursuant to an effective registration statement in connection with which such Purchaser represents in writing to the Company that such Shares have been or are being sold pursuant to such registration statement; (2ii) a public sale of Shares pursuant to Rule 144 under the Securities Act if such Purchaser has delivered to the Company a customary and accurate Rule 144 broker’s 's and seller’s 's representation letter; or (3iii) a sale of shares pursuant to Rule 144(k) under the Securities Act if such Purchaser has delivered to the Company a customary and accurate Rule 144 seller’s 's representation letter. The Company shall not register any transfer of the Shares in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.