Common use of Successors and Assigns; Transfers Clause in Contracts

Successors and Assigns; Transfers. (a) The terms of this Warrant shall be binding upon, inure to the benefit of and be enforceable by and against any successors or assigns of the Company and of the Warrantholder; PROVIDED, HOWEVER, that the Company may not assign its rights or obligations hereunder. (b) Subject to the provisions of paragraph (f) below and Section 17.3 of the Agreement, this Warrant and all rights hereunder are transferable by the Warrantholder, in whole or in party, upon surrender of this Warrant with a properly executed assignment at the principal office of the Company. (c) Any transferee to whom rights hereunder are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon the Warrantholder under this Warrant to the same extent as if such transferee was the Warrantholder. (d) The Company will maintain a register containing the names and addresses of the Warrantholders of the Warrants. Any Warrantholder may change its or his address as shown on the warrant register by written notice to the Company requesting such change. (e) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (f) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (g) Each certificate representing Warrant Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act.

Successors and Assigns; Transfers. (a) The terms provisions of this Warrant Agreement shall be binding upon, upon and inure to the benefit of the parties hereto and be enforceable by their respective successors and against assigns;provided that no party may assign, delegate or otherwise transfer (a “Transfer”) any successors or assigns of the Company and of the Warrantholder; PROVIDED, HOWEVER, that the Company may not assign its rights or obligations hereunder. (b) Subject to under this Agreement without the provisions of paragraph (f) below and Section 17.3 consent of the Agreementother party hereto, this Warrant and all rights hereunder are transferable such consent not to be unreasonably withheld by Xxxxxx Xxxxxxx in the case of a Transfer by the WarrantholderBuyer to its affiliate, provided, further, that a Buyer may Transfer, in whole or in partypart, upon surrender its rights and obligations under this Agreement only if (a) the transferee is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, (b) the transferee enters into a forward purchase agreement with Xxxxxx Xxxxxxx substantially in the form of this Warrant with a properly executed assignment at Agreement pursuant to which the principal office of the Company. (c) Any transferee to whom rights hereunder are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to purchase from Xxxxxx Xxxxxxx the portion of the Buyer’s Applicable Percentage Commitment to be bound by the obligations imposed upon the Warrantholder under this Warrant transferred to the same extent such transferee and makes to Xxxxxx Xxxxxxx representations and warranties substantially equivalent (with necessary conforming changes) to those contained herein as if such transferee was were the Warrantholder. Buyer herein and (d) The Company will maintain a register containing the names and addresses of the Warrantholders of the Warrants. Any Warrantholder may change its or his address as shown on the warrant register by written notice to the Company requesting such change. (e) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (f) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act or (iic) the Company first shall have been furnished with an opinion of legal counseltransferee enters into a Security Agreement and, reasonably satisfactory to the Companyif applicable, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (g) Each certificate representing Warrant Shares shall bear a legend Control Agreement substantially in the following form: "The securities represented forms entered into by this certificate have not been registered under the Securities Act of 1933Buyer and deposits in a Controlled Deposit Account an amount in cash acceptable to Xxxxxx Xxxxxxx. Upon any such deposit, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or Xxxxxx Xxxxxxx shall instruct the Bank to release an opinion of counsel reasonably satisfactory equal amount in cash to the Company is obtained Buyer. If the Buyer so Transfers less than all of its rights and obligations under this Agreement, the Buyer shall enter into an amendment to this Agreement to reflect the reduction in the Buyer’s Applicable Percentage Commitment. If the Buyer so Transfers all of its rights and obligations under this Agreement, this Agreement shall terminate without liability of either party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the effect that such registration is not requiredother party to this Agreement." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act.

Successors and Assigns; Transfers. (a) The terms provisions of this Warrant Agreement shall be binding upon, upon and inure to the benefit of the parties hereto and be enforceable by their respective successors and against assigns; provided that no party may assign, delegate or otherwise transfer (a “Transfer”) any successors or assigns of the Company and of the Warrantholder; PROVIDED, HOWEVER, that the Company may not assign its rights or obligations hereunder. (b) Subject to under this Agreement without the provisions of paragraph (f) below and Section 17.3 consent of the Agreementother party hereto, this Warrant and all rights hereunder are transferable such consent not to be unreasonably withheld by Xxxxxx Xxxxxxx in the case of a Transfer by the WarrantholderBuyer to its affiliate, provided, further, that a Buyer may Transfer, in whole or in partypart, upon surrender its rights and obligations under this Agreement only if (a) the transferee is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, (b) the transferee enters into a forward purchase agreement with Xxxxxx Xxxxxxx substantially in the form of this Warrant with a properly executed assignment at Agreement pursuant to which the principal office of the Company. (c) Any transferee to whom rights hereunder are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to purchase from Xxxxxx Xxxxxxx the portion of the Buyer’s Applicable Percentage Commitment to be bound by the obligations imposed upon the Warrantholder under this Warrant transferred to the same extent such transferee and makes to Xxxxxx Xxxxxxx representations and warranties substantially equivalent (with necessary conforming changes) to those contained herein as if such transferee was were the Warrantholder. Buyer herein and (d) The Company will maintain a register containing the names and addresses of the Warrantholders of the Warrants. Any Warrantholder may change its or his address as shown on the warrant register by written notice to the Company requesting such change. (e) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (f) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act or (iic) the Company first shall have been furnished with an opinion of legal counseltransferee enters into a Security Agreement and, reasonably satisfactory to the Companyif applicable, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (g) Each certificate representing Warrant Shares shall bear a legend Control Agreement substantially in the following form: "The securities represented forms entered into by this certificate have not been registered under the Securities Act of 1933Buyer and deposits in a Controlled Deposit Account an amount in cash acceptable to Xxxxxx Xxxxxxx. Upon any such deposit, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or Xxxxxx Xxxxxxx shall instruct the Bank to release an opinion of counsel reasonably satisfactory equal amount in cash to the Company is obtained Buyer. If the Buyer so Transfers less than all of its rights and obligations under this Agreement, the Buyer shall enter into an amendment to this Agreement to reflect the reduction in the Buyer’s Applicable Percentage Commitment. If the Buyer so Transfers all of its rights and obligations under this Agreement, this Agreement shall terminate without liability of either party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the effect that such registration is not requiredother party to this Agreement." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act.

Successors and Assigns; Transfers. (ai) The terms of this Warrant shall be binding upon, inure Subject to the benefit of restrictions on transfer described in this Section 6(a), the rights and be enforceable by and against any successors or assigns obligations of the Company and Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and permitted transferees of the Warrantholder; PROVIDED, HOWEVER, that the Company may not assign its rights or obligations hereunderand Holder. (bii) Subject With respect to the provisions of paragraph (f) below and Section 17.3 of the Agreementany offer, this Warrant and all rights hereunder are transferable by the Warrantholder, in whole sale or in party, upon surrender other disposition of this Warrant with a properly executed assignment at the principal office of the Company. (c) Any transferee to whom rights hereunder are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by Note or securities into which such transferee agrees to Note may be bound by the obligations imposed upon the Warrantholder under this Warrant to the same extent as if such transferee was the Warrantholder. (d) The Company will maintain a register containing the names and addresses of the Warrantholders of the Warrants. Any Warrantholder may change its or his address as shown on the warrant register by converted, Holder shall give advance written notice to the Company requesting such change. (e) Until any transfer of this Warrant is made in prior thereto, describing briefly the warrant registermanner thereof, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (f) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act or (ii) the Company first shall have been furnished together with an a written opinion of legal counsel, Xxxxxx’s counsel or other evidence reasonably satisfactory to the Company, to the effect that such offer, sale or transfer is exempt from other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion or other evidence if so requested, the registration requirements Company, as promptly as practicable, shall notify Holder that Holder may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the Securities Act. (gnotice delivered to the Company. If a determination has been made pursuant to this Section 6(a)(ii) that the opinion of counsel for Xxxxxx, or other evidence, is not reasonably satisfactory to the Company, the Company shall so notify Holder promptly after such determination has been made. Each Note thus transferred and each certificate representing Warrant Shares the securities thus transferred shall bear a legend substantially as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel reasonably satisfactory to for the Company is obtained to the effect that such registration legend is not required." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant required in order to Rule 144(k) under ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Note for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.

Successors and Assigns; Transfers. (a) The terms of this Warrant shall be binding upon, inure to the benefit of and be enforceable by and against any successors or assigns of the Company and of the Warrantholder; PROVIDED, HOWEVER, that the Company may not assign its rights or obligations hereunder. (b) Subject to the provisions of paragraph (f) below and Section 17.3 of the Purchase Agreement, this Warrant and all rights hereunder are transferable by the Warrantholder, in whole or in party, upon surrender of this Warrant with a properly executed assignment at the principal office of the Company. (c) Any transferee to whom rights hereunder are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon the Warrantholder under this Warrant to the same extent as if such transferee was the Warrantholder. (d) The Company will maintain a register containing the names and addresses of the Warrantholders of the Warrants. Any Warrantholder may change its or his address as shown on the warrant register by written notice to the Company requesting such change. (e) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (f) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (g) Each certificate representing Warrant Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act.

Successors and Assigns; Transfers. (a) The terms provisions of this Warrant Indenture shall be binding upon, upon and inure to the benefit of the parties hereto and be enforceable their respective successors and assigns permitted hereby, except that (i) except as permitted by and against any successors or assigns of Section 8.05, the Company and of the Warrantholder; PROVIDED, HOWEVER, that the Company Issuer may not assign or otherwise transfer any of its rights or obligations hereunderhereunder without the prior written consent of each Noteholder Party (and any attempted assignment or transfer by the Issuer without such consent shall be null and void) and (ii) no Noteholder Party may transfer its Notes except in accordance with Section 2.07 and this Section 16.07. Nothing in this Indenture, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors, assigns and Transferees permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each of the Trustee, the Collateral Agent and the Noteholder Parties) any legal or equitable right, remedy or claim under or by reason of this Indenture or the other Note Documents. (bi) Subject to the provisions conditions set forth in subclause (iii) below, any Noteholder Party may transfer to one or more Transferees all or a portion of paragraph (f) below and Section 17.3 its Notes with the prior written consent of the Agreement, this Warrant and all rights hereunder are transferable by the WarrantholderIssuer (such consent, in whole or in party, upon surrender the case of this Warrant with a properly executed assignment at the principal office of the Company. (c) Any transferee to whom rights hereunder are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon the Warrantholder under this Warrant to the same extent as if such transferee was the Warrantholder. (d) The Company will maintain a register containing the names and addresses of the Warrantholders of the Warrants. Any Warrantholder may change its or his address as shown on the warrant register by written notice to the Company requesting such change. (e) Until any transfer of this Warrant is made in a Note, not to be unreasonably withheld or delayed), which consent will be deemed to have been given with respect to any Notes if the warrant register, Issuer has not responded within ten (10) Business Days after the Company may treat the Warrantholder as the absolute owner hereof for all purposesdelivery of any Transferee Letter; provided, however, that if and when this Warrant is properly assigned in blank, no consent of the Company may (but Issuer shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (f) This Warrant and the Warrant Shares shall not be sold or transferred unless either required (i) they first shall have been registered under the Securities Act for a transfer of a Noteholder Party’s Notes to such Noteholder Party’s Affiliates or Approved Funds or (ii) the Company first shall have been furnished with to any other person who is not an opinion Ineligible Institution so long as an Event of legal counselDefault pursuant to Section 10.01(b), reasonably satisfactory to the Company(c), to the effect that such sale (h) or transfer (i) has occurred and is exempt from the registration requirements of the Securities Actcontinuing. (gii) Each certificate representing Warrant Shares [Reserved]. (iii) Transfers shall bear a legend substantially be subject to the following additional conditions: (A) except in the following form: "The securities represented by this certificate have not been registered under case of a transfer of the Securities Act entire remaining amount of 1933the transferring Noteholder Party’s Notes, the amount of the Notes of the transferring Noteholder Party subject to each such transfer (determined as amended, and may of the date the Transferee Letter with respect to such transfer is delivered to the Trustee) shall not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act less than the Notes Minimum or an opinion integral multiple of counsel reasonably satisfactory the Notes Multiple in excess thereof, unless each of the Trustee and the Issuer otherwise consent; provided, that such amounts shall be aggregated in respect of each Noteholder Party and its Affiliates (with simultaneous transfers to or by two or more Related Funds shall be treated as one transfer), if any; (B) the parties to each transfer shall execute and deliver to the Company is obtained Trustee and the Issuer a Transferee Letter; and (C) the parties to each transfer shall comply with the effect that such registration is not requiredrequirements set forth in Section 2.07." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act.

Successors and Assigns; Transfers. (a) The terms Subject to the restrictions on transfer described in this Section 9, the rights and obligations of the Company and holder of this Warrant Note shall be binding upon, upon and inure to the benefit of each of their respective successors, assigns, heirs, administrators and be enforceable by and against any successors or assigns of the Company and of the Warrantholder; PROVIDED, HOWEVER, that the Company may not assign its rights or obligations hereundertransferees. (b) Subject With respect to the provisions of paragraph (f) below and Section 17.3 of the Agreementany offer, this Warrant and all rights hereunder are transferable by the Warrantholder, in whole sale or in party, upon surrender other disposition of this Warrant with a properly executed assignment at Note occurring prior to April 21, 2012, the principal office holder of the Company. (c) Any transferee to whom rights hereunder are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon the Warrantholder under this Warrant to the same extent as if such transferee was the Warrantholder. (d) The Company Note will maintain a register containing the names and addresses of the Warrantholders of the Warrants. Any Warrantholder may change its or his address as shown on the warrant register by give written notice to the Company requesting such change. (e) Until any transfer prior thereto, describing briefly the manner thereof, together with a written opinion of counsel to holder of this Warrant is made in the warrant register, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (f) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, Note reasonably satisfactory to the Company or other evidence, in each case if reasonably requested by the Company, to the effect that such offer, sale or transfer is exempt from other distribution may be effected without registration or qualification (under any federal or state law then in effect). Within five business days after receiving such written notice and such reasonably satisfactory opinion or other evidence, if reasonably requested, the registration requirements Company shall notify the holder of this Note that such holder may sell or otherwise dispose of this Note in whole (but not in part) to an Eligible Assignee, all in accordance with the terms of the Securities Act. notice delivered to the Company. If a determination has been made pursuant to this Section 9(b) that the opinion of counsel for the holder of this Note is not reasonably satisfactory to the Company, the Company shall so notify the holder of this Note promptly (gand in event within two business days) after such determination has been made. Each certificate representing Warrant Shares Note thus transferred shall bear a legend substantially as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel reasonably satisfactory for the Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. (c) Any assignment or other transfer hereof made in violation of this Section 9 shall be deemed null and void. (d) The Company shall maintain a register for recording the ownership and the transfer of the Notes. Upon surrender of this Note for registration of transfer or for exchange to the Company is obtained at its principal office, the Company at its sole expense shall execute and deliver in exchange therefor a new Note or Notes, as the case may be, as requested by the holder or transferee, which aggregate the unpaid principal amount of such Note, registered as such holder or transferee may request, dated so that there will be no loss of interest on such surrendered Note and otherwise of like tenor. The issuance of new Note(s) shall be made without charge to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request holder(s) of the surrendered Note for any issuance tax in respect thereof or other cost incurred by the Company in connection with such issuance; provided that the holder thereofof this Note shall pay any transfer taxes associated therewith; provided, at such time as they become eligible for resale pursuant to Rule 144(k) under further, that the Securities ActCompany shall not pay any Excluded Charges.

Successors and Assigns; Transfers. (a) The terms of this Warrant shall be binding upon, inure to the benefit of and be enforceable by and against any successors or assigns of the Company and of the Warrantholder; PROVIDED, HOWEVER, that the Company may not assign its rights or obligations hereunder.the (b) Subject to the provisions of paragraph (f) below and Section 17.3 of the Purchase Agreement, this Warrant and all rights hereunder are transferable by the Warrantholder, in whole or in party, upon surrender of this Warrant with a properly executed assignment at the principal office of the Company. (c) Any transferee to whom rights hereunder are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon the Warrantholder under this Warrant to the same extent as if such transferee was the Warrantholder. (d) The Company will maintain a register containing the names and addresses of the Warrantholders of the Warrants. Any Warrantholder may change its or his address as shown on the warrant register by written notice to the Company requesting such change. (e) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (f) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (g) Each certificate representing Warrant Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act.

Successors and Assigns; Transfers. (a) The terms of this Warrant shall be binding upon, inure to the benefit of and be enforceable by and against any successors or assigns of the Company and of the Warrantholder; PROVIDEDprovided, HOWEVERhowever, that the Company may not assign its rights or obligations hereunder. (b) Subject to the provisions of paragraph (f) below and Section 17.3 of the Purchase Agreement, this Warrant and all rights hereunder are transferable by the Warrantholder, in whole or in party, upon surrender of this Warrant with a properly executed assignment at the principal office of the Company. (c) Any transferee to whom rights hereunder are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon the Warrantholder under this Warrant to the same extent as if such transferee was the Warrantholder. (d) The Company will maintain a register containing the names and addresses of the Warrantholders of the Warrants. Any Warrantholder may change its or his address as shown on the warrant register by written notice to the Company requesting such change. (e) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (f) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (g) Each certificate representing Warrant Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act.