Common use of The Act Clause in Contracts

The Act. Holder understands that the Warrant and the Shares issuable upon exercise hereof have not been registered under the Act or qualified under the securities laws of any state and, except as set forth in Sections 5.3 and 5.4 below, may not be offered, sold, pledged or otherwise transferred unless a registration statement covering the securities under the Act is in effect or unless an exemption from such registration and qualification are otherwise available and that it may be required to hold such securities for an indefinite period or until it is eligible to resell such securities under Rule 144 promulgated under the Act. The Holder also understands that any sale of (A) its rights hereunder to purchase Common Stock or (B) Common Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 promulgated under the Act may be made only in accordance with the terms and conditions of that Rule.