Common use of Transfer of Securities After Registration Clause in Contracts

Transfer of Securities After Registration. Each Purchaser agrees that such Purchaser will not effect any disposition of the Shares that would constitute a sale within the meaning of the Securities Act, except: (i) pursuant to the Registration Statement, in which case such Purchaser shall submit the certificates evidencing the Shares to the Company's transfer agent, accompanied by a separate "Purchaser's Certificate" (A) in the form of Appendix III attached hereto, (B) executed by such Purchaser or by an officer of, or other authorized person designated by, such Purchaser, and (C) to the effect that (1) the Shares have been sold in accordance with the Registration Statement and (2) the requirement of delivering a current prospectus has been satisfied; or (ii) in a transaction exempt from registration under the Securities Act, in which case such Purchaser shall, prior to effecting such disposition, submit to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the proposed transaction is in compliance with the Securities Act.

Transfer of Securities After Registration. Each Purchaser agrees that such Purchaser will not effect any disposition of the Shares or the Warrants that would constitute a sale within the meaning of the Securities Act, except: (i) pursuant to the Registration Statement, in which case such Purchaser shall submit the certificates evidencing the Shares to the Company's transfer agent, agent accompanied by a separate "Purchaser's Certificate" (A) in the form of Appendix III attached hereto, (B) executed by such Purchaser or by an officer of, or other authorized person designated by, such Purchaser, and (C) to the effect that (1) the Shares have been sold in accordance with the Registration Statement and (2) the requirement of delivering a current prospectus has been satisfied; or (ii) in a transaction exempt from registration under the Securities Act, in which case such Purchaser shall, prior to effecting such disposition, submit to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the proposed transaction is in compliance with the Securities Act. For purposes of this Section 9.2, the term "Purchaser" shall also refer to the Placement Agent.

Transfer of Securities After Registration. Each The Purchaser agrees that such Purchaser it will not effect any disposition of the Shares that would constitute a sale within the meaning of the Securities Act, except: (ia) pursuant to the Registration Statement, in which case such the Purchaser shall submit the certificates evidencing the Shares to the Company's transfer agent, accompanied by a separate "Purchaser's Certificate" (Ai) in the form of Appendix III II attached hereto, (Bii) executed by such Purchaser or by an officer of, or other authorized person designated by, such Purchaser, and (Ciii) to the effect that (1A) the Shares have been sold in accordance with the Registration Statement and (2B) the requirement of delivering a current prospectus has been satisfied; or (iib) in a transaction exempt from registration under the Securities Act, in which case such Purchaser shall, prior to effecting such disposition, submit to shall have notified the Company an opinion of counsel in form the proposed disposition and substance reasonably satisfactory to shall have furnished the Company to with a detailed statement of the effect that the proposed transaction is in compliance with the Securities Act.circumstances

Transfer of Securities After Registration. Each Purchaser agrees that such Purchaser will not effect any disposition of the Shares or the Warrants that would constitute a sale within the meaning of the Securities Act, except: (i) pursuant to the Registration Statement, in which case such Purchaser shall submit the certificates evidencing the Shares to the Company's transfer agent, agent accompanied by a separate "Purchaser's Certificate" (A) in the form of Appendix III attached hereto, (B) executed by such Purchaser or by an officer of, or other authorized person designated by, such Purchaser, and (C) to the effect that (1) the Shares have been sold in accordance with the Registration Statement and (2) the requirement of delivering a current prospectus has been satisfied; or (ii) in a transaction exempt from registration under the Securities Act, in which case such Purchaser Purchaser. shall, prior to effecting such disposition, submit to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the proposed transaction is in compliance with the Securities Act. For purposes of this Section 9.2, the term "Purchaser" shall also refer to the Placement Agent.

Transfer of Securities After Registration. Each Purchaser agrees that such Purchaser will not effect any disposition of the Shares or the Warrants that would constitute a sale within the meaning of the Securities Act, except: (i) pursuant to the Registration Statement, in which case such Purchaser shall submit the certificates evidencing the Shares to the Company's transfer agent, agent accompanied by a separate "Purchaser's Certificate" (A) in the form of Appendix III attached hereto, (B) executed by such Purchaser or by an officer of, or other authorized person designated by, such Purchaser, and (C) to the effect that (1) the Shares have been sold in accordance with the Registration Statement and (2) the requirement of delivering a current prospectus has been satisfied; or (ii) in a transaction exempt from registration under the Securities Act, in which case such Purchaser shall, prior to effecting such disposition, submit to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the proposed transaction is in compliance with the Securities Act.

Transfer of Securities After Registration. Each Purchaser agrees that such Purchaser it will not effect any disposition of the Shares that would constitute a sale within the meaning of the Securities Act, except: (ia) pursuant to the Registration Statement, in which case such Purchaser shall submit the certificates evidencing the Shares to the Company's ’s transfer agent, accompanied by a separate "“Purchaser's ’s Certificate" ” (A) in the form of Appendix III attached hereto, (B) executed by such Purchaser or by an officer of, or other authorized person designated by, such Purchaser, and (C) to the effect that (1) the Shares have been sold in accordance with the Registration Statement and (2) the requirement of delivering a current prospectus has been satisfied; or (iib) in a transaction exempt from registration under the Securities Act, in which case such Purchaser shall, prior to effecting such disposition, submit to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the proposed transaction is in compliance with the Securities Act.

Transfer of Securities After Registration. Each Purchaser agrees that such Purchaser will not effect any disposition of the Shares or the Warrants that would constitute a sale within the meaning of the Securities Act, except: (i) pursuant to the a Registration Statement, in which case such Purchaser shall submit the certificates evidencing the Shares to the Company's transfer agent, agent accompanied by a separate "Purchaser's Certificate" (A) in the form of Appendix APPENDIX III attached hereto, (B) executed by such Purchaser or by an officer of, or other authorized person designated by, such Purchaser, and (C) to the effect that (1) the Shares have been sold in accordance with the Registration Statement and (2) the requirement of delivering a current prospectus has been satisfied; or (ii) in a transaction exempt from registration under the Securities Act, in which case such Purchaser shall, prior to effecting such disposition, submit to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the proposed transaction is in compliance with the Securities Act.

Transfer of Securities After Registration. Each Purchaser agrees that such Purchaser will not effect any disposition of the Shares or the Warrants that would constitute a sale within the meaning of the Securities Act, except: (i) pursuant to the a Registration Statement, in which case such Purchaser shall submit the certificates evidencing the Shares to the Company's transfer agent, agent accompanied by a separate "Purchaser's Certificate" (A) in the form of Appendix APPENDIX III attached hereto, (B) executed by such Purchaser or by an officer of, or other authorized person designated by, such Purchaser, and (C) to the effect that (1) the Shares have been sold in accordance with the Registration Statement and (2) the requirement of delivering a current prospectus has been satisfied; or (ii) in a transaction exempt from registration under the Securities Act, in which case such Purchaser shall, prior to effecting such disposition, submit to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the proposed transaction is in compliance with the Securities Act.Company