Common use of Transfer in Compliance with Applicable Securities Laws Clause in Contracts

Transfer in Compliance with Applicable Securities Laws. Neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in accordance with applicable United States federal and state securities laws and the terms and conditions hereof. The Company may require the Holder to obtain an opinion of counsel, at the expense of the Holder, reasonably satisfactory to the Company, that the proposed sale, offer for sale, pledge, hypothecation or other transfer or disposition may be effected without registration under the Act or state securities or Blue Sky laws. No opinion of counsel shall be necessary for a transfer by the Holder to one or more Affiliates (as such term is defined in Section 11(f) of the Warrant). Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF

Transfer in Compliance with Applicable Securities Laws. Neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be sold, assigned. Assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in accordance with applicable United States federal and state securities laws and the terms and conditions hereof. The Company may require the Holder to obtain an opinion of counsel, at the expense of the Holder, reasonably satisfactory to the Company, that the proposed sale, offer for sale, pledge, hypothecation or other transfer or disposition may be effected without registration under the Act or state securities or Blue Sky laws. No opinion of counsel shall be necessary for a transfer by the Holder to one or more Affiliates (as such term is defined in Section 11(f) of the this Warrant). Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend legend-substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OFOF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS. Subject to this Section 4, this Warrant may be transferred and assigned, in whole or in part, upon surrender of this Warrant to the Company at its principal office or to the Company’s agent at its office, with the Warrant Assignment Form duly executed and accompanied by funds sufficient to pay any transfer tax, except that no transfer or assignment of this Warrant may be made unless (A) the Company consents in writing to such transfer or assignment, which consent may be withhold in its absolute discretion, and (B) the transferee has agreed in writing for the benefit of the Company to be bound by the provisions of this Section 4 to the extent this Section 4 is then applicable. Notwithstanding the foregoing, the Company agrees that consent will not be withheld in the case of a transfer or assignment of the Warrant in whole or in part by the Holder to one or more Affiliates; provided, however, that if the Warrant is transferred or assigned in part by the Holder to one or more Affiliates, at least 100,000 Warrant Shares subject to adjustment pursuant to Section 7) must underlie each transferred or assigned part of the Warrant. The Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such Warrant Assignment Form and, if the Holders entire interest is not being transferred or assigned, in the name of the Holder, and this Warrant shall promptly be cancelled.

Transfer in Compliance with Applicable Securities Laws. Neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in accordance with applicable United States federal and state securities laws and the terms and conditions hereof. The Company may require the Holder to obtain an opinion of counsel, at the expense of the Holder, reasonably satisfactory to the Company, that the proposed sale, offer for sale, pledge, hypothecation or other transfer or disposition may be effected without registration under the Act or state securities or Blue Sky laws. No opinion of counsel shall be necessary for a transfer by the Holder to one or more Affiliates (as such term is defined in Section 11(f) of the Warrant). Each Warrant shall bear a legend in substantially = the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OFOF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS. Subject to this Section 4, this Warrant may be transferred and assigned, in whole or in part, upon surrender of this Warrant to the Company at its principal office or to the Company's agent at its office, with the Warrant Assignment Form duly executed and accompanied by funds sufficient to pay any transfer tax, except that no transfer or assignment of this Warrant may be made unless (A) the Company consents in writing to such transfer or assignment, which consent may be withhold in its absolute discretion, and (B) the transferee has agreed in writing for the benefit of the Company to be bound by the provisions of this Section 4 to the extent this Section 4 is then applicable. Notwithstanding the foregoing, the Company agrees that consent will not be withheld in the case of a transfer or assignment of the Warrant in whole or in part by the Holder to one or more Affiliates; provided, however, that if the Warrant is transferred or assigned in part by the Holder to one or more Affiliates, at least 100,000 Warrant Shares (subject to adjustment pursuant to Section 7) must underlie each transferred or assigned part of the Warrant. The Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such Warrant Assignment Form and, if the Holder's entire interest is not being transferred or assigned, in the name of the Holder; and this Warrant shall promptly be cancelled.

Transfer in Compliance with Applicable Securities Laws. Neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in accordance with applicable United States federal and state securities laws and the terms and conditions hereof. The Company may require the Holder to obtain an opinion of counsel, at the expense of the Holder, reasonably satisfactory to the Company, that the proposed sale, offer for sale, pledge, hypothecation or other transfer or disposition may be effected without registration under the Act or state securities or Blue Sky laws. No opinion of counsel shall be necessary for a transfer by the Holder to one or more Affiliates (as such term is defined in Section 11(f) of the Warrant). Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OFOF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS. Subject to this Section 4, this Warrant may be transferred and assigned, in whole or in part, upon surrender of this Warrant to the Company at its principal office or to the Company's agent at its office, with the Warrant Assignment Form duly executed and accompanied by funds sufficient to pay any transfer tax, except that no transfer or assignment of this Warrant may be made unless (A) the Company consents in writing to such transfer or assignment, which consent may be withhold in its absolute discretion, and (B) the transferee has agreed in writing for the benefit of the Company to be bound by the provisions of this Section 4 to the extent this Section 4 is then applicable. Notwithstanding the foregoing, the Company agrees that consent will not be withheld in the case of a transfer or assignment of the Warrant in whole or in part by the Holder to one or more Affiliates; provided, however, that if the Warrant is transferred or assigned in part by the Holder to one or more Affiliates, at least 100,000 Warrant Shares (subject to adjustment pursuant to Section 7) must underlie each transferred or assigned part of the Warrant. The Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such Warrant Assignment Form and, if the Holder's entire interest is not being transferred or assigned, in the name of the Holder; and this Warrant shall promptly be cancelled.