Common use of Transfer Legends Clause in Contracts

Transfer Legends. (a) The Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant or the Warrant Shares, in whole or in part, so long as such sale or other disposition is made pursuant to an effective registration statement or an exemption from the registration requirements of the Act and applicable state securities laws, and provided that no sale, transfer, pledge or other disposition may be made to a competitor, direct or indirect, of the Company at any time. Upon such transfer or other disposition (other than a pledge), the Holder shall deliver this Warrant to the Company together with a written notice to the Company, substantially in the form of the transfer notice attached hereto as Schedule B, indicating the person or persons to whom this Warrant shall be transferred and, if less than all of this Warrant is transferred, the number of Warrant Shares to be covered by the part of this Warrant to be transferred to each such person. Within ten (10) business days of receiving a transfer notice and the original of this Warrant, the Company shall deliver to the each transferee designated by the Holder another Warrant(s) of like tenor and terms for the appropriate number of Warrant Shares and, if less than all this Warrant is transferred, shall deliver to the Holder another Warrant for the remaining number of Warrant Shares not so transferred. Until this Warrant is transferred on the books of the Company (with the Company’s consent), the Company may treat the person in whose name this Warrant is issued as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (b) Each Warrant and certificate representing Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY 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 under the Act.

Transfer Legends. (a) The Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant or the Warrant Shares, in whole or in part, so long as such sale or other disposition is made pursuant to an effective registration statement or an exemption from the registration requirements of the Act and applicable state securities lawslaws and compliance with Section 5.3 above, and provided that no sale, transfer, pledge or other disposition may be made to a competitor, direct or indirect, of the Company at any time. Upon such transfer or other disposition (other than a pledge), the Holder shall deliver this Warrant to the Company together with a written notice to the Company, substantially in the form of the transfer notice attached hereto as Schedule B, indicating the person or persons to whom this Warrant shall be transferred and, if less than all of this Warrant is transferred, the number of Warrant Shares to be covered by the part of this Warrant to be transferred to each such person. Within ten (10) business days of receiving a transfer notice and the original of this Warrant, the Company shall deliver to the each transferee designated by the Holder another Warrant(s) of like tenor and terms for the appropriate number of Warrant Shares and, if less than all this Warrant is transferred, shall deliver to the Holder another Warrant for the remaining number of Warrant Shares not so transferred. Until this Warrant is transferred on the books of the Company (with the Company’s consent), the Company may treat the person in whose name this Warrant is issued as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (b) Each Warrant and certificate representing Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY 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 under the Act.

Transfer Legends. (a) The Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant or the Warrant Shares, in whole or in part, so long as such sale Each certificate or other disposition is made pursuant to an effective registration statement or an exemption from the registration requirements document evidencing any of the Act and applicable state securities lawsShares shall be endorsed with the legend set forth below, and provided that no salethe Purchaser covenants that, transfer, pledge or other disposition may be made to a competitor, direct or indirect, of the Company at any time. Upon such transfer or other disposition (other than a pledge), the Holder shall deliver this Warrant except to the Company together with a written notice to extent such restrictions are waived by the Company, substantially it shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in the form of the transfer notice attached hereto as Schedule B, indicating the person or persons to whom this Warrant shall be transferred and, if less than all of this Warrant is transferred, the number of Warrant Shares to be covered by the part of this Warrant to be transferred to each such person. Within ten (10) business days of receiving a transfer notice Agreement and the original of this Warrant, the Company shall deliver to the each transferee designated by the Holder another Warrant(s) of like tenor and terms for the appropriate number of Warrant Shares and, if less than all this Warrant is transferred, shall deliver to the Holder another Warrant for the remaining number of Warrant Shares not so transferred. Until this Warrant is transferred legends endorsed on the books of the Company (with the Company’s consent), the Company may treat the person in whose name this Warrant is issued as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (b) Each Warrant and certificate representing Warrant Shares shall bear a legend substantially in the following formsuch certificate: “THIS WARRANT AND "THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT AMENDED, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, OFFERED FOR SALEASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWSOR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, OR UPON RECEIPT IF REQUESTED BY THE COMPANY COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION THE PROPOSED TRANSFER IS NOT REQUIREDEXEMPT FROM SAID ACT. THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO A SECURITIES PURCHASE AGREEMENT DATED JUNE 11, 1998 XXXXXXX XXX XXXXXX XXXXXXX, XXC. AND HAGLXX XXXLLY, INC.” " (b) The Company agrees to reissue such certificate without the foregoing legend shall be removed from in the certificates representing any Warrant Shares, event of a disposition of the Shares in accordance with Section 4.5 hereof: (i) in a transaction that does not require registration under the Securities Act; provided the Purchaser theretofore furnishes to the Company (or its designee) an opinion of counsel experienced in securities law matters to such effect or such other documentation as the Company or its designee may reasonably request or (ii) at the Purchaser's request of the holder thereof, at such time as they become eligible for resale pursuant it would be permitted to dispose of the Shares in compliance with Rule 144 144(k) under the Securities Act.

Transfer Legends. (a) 6.1 The Holder Securities may sell, transfer, assign, pledge or otherwise dispose only be disposed of this Warrant or the Warrant Shares, in whole or in part, so long as such sale or compliance with state and federal securities laws. In connection with any transfer of Securities other disposition is made than pursuant to an effective registration statement or an exemption from the registration requirements of the Act and applicable state securities laws, and provided that no sale, transfer, pledge or other disposition may be made to a competitor, direct or indirect, of Rule 144 (so long as the Company at any time. Upon such transfer or other disposition (other than a pledgeis furnished with satisfactory and customary evidence of compliance with Rule 144), the Holder shall deliver this Warrant to the Company together or to an Affiliate of a Purchaser (so long as the Company is furnished with satisfactory and customary evidence of compliance with Rule 144) or in connection with a written notice pledge as permitted in Section 6.3, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, substantially in the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Warrant (if applicable) and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement. Each non-U.S. Purchaser shall comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense. 6.2 The Purchasers agree to the imprinting, so long as is required by this Section 6.1, of a legend on any of the transfer notice attached hereto as Schedule B, indicating the person or persons to whom this Warrant shall be transferred and, if less than all of this Warrant is transferred, the number of Warrant Shares to be covered by the part of this Warrant to be transferred to each such person. Within ten (10) business days of receiving a transfer notice and the original of this Warrant, the Company shall deliver to the each transferee designated by the Holder another Warrant(s) of like tenor and terms for the appropriate number of Warrant Shares and, if less than all this Warrant is transferred, shall deliver to the Holder another Warrant for the remaining number of Warrant Shares not so transferred. Until this Warrant is transferred on the books of the Company (with the Company’s consent), the Company may treat the person in whose name this Warrant is issued as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (b) Each Warrant and certificate representing Warrant Shares shall bear a legend substantially Securities in the following form: “"THE SECURITIES REPRESENTED BY THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT 1933 AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, OFFERED FOR SALEASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWSOR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, OR UPON RECEIPT IF REQUESTED BY THE COMPANY COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION THE PROPOSED TRANSFER IS NOT REQUIREDEXEMPT FROM SAID ACT." “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE PURSUANT TO A PURCHASE AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.” 6.3 The Company acknowledges and agrees that any Purchaser, along with and aggregated with its Affiliates, acquiring $2 million or more in Shares pursuant to this Purchase Agreement (a “Qualified Purchaser”) may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” The foregoing legend as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and the Registration Rights Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be removed from required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. 6.4 Subject to the conditions set forth in Section 6.6 below and the indemnification set forth in the Registration Rights Agreement, certificates representing evidencing the Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 6.2), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 6.6 below and the indemnification set forth in the Registration Rights Agreement, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, at such Warrant Shares shall be issued free of all legends. The Company agrees that following the request of the holder thereof, Effective Date or at such time as they become eligible such legend is no longer required under this Section 6, it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a certificate representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for resale Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System. 6.5 In addition to such Purchaser’s other available remedies, except for delays arising from Force Majeure, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $2,000 of Shares or Warrant Shares (based on the Closing Price of the Common Stock on the date such Securities are submitted to the Company’s transfer agent) delivered for removal of the restrictive legend and subject to Section 6.1, $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the 2nd Trading Day following the Legend Removal Date until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates representing any Securities as required by the Operative Agreements, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 6.6 Each Purchaser, severally and not jointly with the other Purchasers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Purchaser not being an Affiliate of the Company and the Company’s reliance that the Purchaser will sell any Securities pursuant to Rule 144 either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Purchaser, severally and not jointly with the other Purchasers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares or Warrants Shares contemplated under the Actthis Section 6 is not an affirmative statement or representation that such Shares or Warrant Shares are freely tradable.

Transfer Legends. (a) The Holder This Warrant shall not be transferable, nor may sellit be the subject of any sale, transfer, assignassignment, pledge or otherwise dispose of other conveyance, except that this Warrant or the Warrant Sharesmay be transferred, in whole or in part, so long as to any officer of the Corporation. (b) Holder shall not to make any disposition of all or any portion of the Warrant Shares unless and until: (i) there is then in effect a registration statement under the Securities Act covering such sale or other proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Holder shall have (A) notified the Corporation of the proposed disposition and (B) furnished the Corporation with (1) a statement of the circumstances surrounding the proposed disposition, and (2) if reasonably requested by the Corporation, an opinion of counsel reasonably satisfactory to the Corporation and its counsel that such disposition will not require registration of such Shares under the Securities Act. (i) Except as provided in Section 4(c)(ii) hereof, this Warrant and each certificate representing Warrant Shares shall be stamped or otherwise imprinted with a legend substantially similar to the following (the "Private Placement Legend"), in addition to any legend required under applicable state securities laws: Neither the Warrant represented hereby nor the shares issuable upon the exercise of this Warrant have [The Shares represented by this Certficate have not] been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under the Securities Act or an opinion of counsel reasonably satisfactory to the Corporation is obtained to the effect that such registration is not required. (ii) Upon the exchange or replacement of this Warrant or Warrant Shares bearing the Private Placement Legend, the Corporation shall deliver only a warrant or Warrant Shares, as applicable, that bear the Private Placement Legend, unless: (A) such transfer or exchange is effected pursuant to an effective registration statement under the Securities Act; or (B) in the case of Warrant Shares, such Warrant Shares were acquired pursuant to an exemption from effective registration statement under the Securities Act; or (C) there is delivered to the Corporation an opinion of counsel reasonably satisfactory to the Corporation and its counsel that such disposition will not require registration requirements of such Shares under the Act and Securities Act. (iii) Any legend endorsed on an instrument pursuant to applicable state securities laws, laws and provided that no sale, transfer, pledge or other disposition may the stop-transfer instructions with respect to such securities shall be made to a competitor, direct or indirect, removed upon receipt by the Corporation of an order of the Company at any time. Upon appropriate blue sky authority authorizing such transfer or other disposition removal. (other than a pledge)d) Subject to the foregoing restrictions, the Corporation and Holder shall deliver this Warrant to the Company together with a written notice to the Company, substantially in the form of the transfer notice attached hereto as Schedule B, indicating the person or persons to whom this Warrant shall be transferred and, if less than all hereby agree that any transferee and/or subsequent Holder of this Warrant is transferred, the number or of Warrant Shares shall be entitled to be covered by all benefits and subject to all obligations hereunder as a Holder. By its acceptance of a Warrant or Warrant Shares bearing the part Private Placement Legend, such Holder acknowledges the restrictions on transfer of this the Warrant to be transferred to each such person. Within ten (10) business days of receiving a transfer notice and the original of this Warrant, the Company shall deliver to the each transferee designated by the Holder another Warrant(s) of like tenor and terms for the appropriate number of Warrant Shares and, if less than all this Warrant is transferred, shall deliver to the Holder another Warrant for the remaining number of Warrant Shares not so transferred. Until this Warrant is transferred on the books of the Company (with the Company’s consent), the Company may treat the person in whose name this Warrant is issued as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (b) Each Warrant and certificate representing Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” The foregoing legend shall be removed from the certificates representing any Warrant Shares, at as applicable, set forth in this Agreement and agrees that it shall transfer the request of Warrant or the holder thereofWarrant Shares, at such time as they become eligible for resale pursuant to Rule 144 under the Actapplicable, only as provided in this Agreement.