Common use of Transfer of Shares and Warrants Clause in Contracts

Transfer of Shares and Warrants. Purchaser understands and agrees that neither any shares of Common Stock or any Warrants, Special Warrants, Warrant Shares or Special Warrant Shares have been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws or as to which an exemption from the registration requirements of the Securities Act and, where applicable, such laws is available. Purchaser acknowledges that except as provided in the Registration Rights Agreement, Purchaser has no right to require the Company to register shares of Common Stock, the Warrants, the Special Warrants, the Warrant Shares or the Special Warrant Shares. Purchaser understands and agrees that each certificate representing shares of Common Stock, Warrants, Special Warrants, Warrant Shares or Special Warrant Shares (other than, with respect to the first legend, shares of Common Stock, Warrants, Special Warrants, Warrant Shares or Special Warrant Shares that are no longer subject to the provisions of Article VII and other than, with respect to the second legend, shares of Common Stock, Warrants, Special Warrants, Warrant Shares or Special Warrant Shares which have been transferred in a transaction registered under the Securities Act or exempt from the registration requirements of the Securities Act pursuant to Rule 144 thereunder or any similar rule or regulation) shall bear the following legends: "THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AN AGREEMENT ON FILE AT THE OFFICES OF THE CORPORATION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." and Purchaser agrees to transfer shares of Common Stock, Warrants and Warrant Shares only in accordance with the provisions of such legends.

Transfer of Shares and Warrants. Purchaser understands and agrees that neither any shares of Common Stock or any Warrants, Special Warrants, Warrant Shares Warrants or Special the Warrant Shares have been or will be registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws or as to which an exemption from the registration requirements of the Securities Act and, where applicable, such laws is available. Purchaser acknowledges that except as provided in the Registration Rights Agreement, Agreement Purchaser has no right to require the Company to register shares of Common Stock, the Warrants, the Special Warrants, the Warrant Shares Warrants or the Special Warrant Shares. Purchaser understands and agrees that each certificate representing shares of Common Stock, Warrants, Special Warrants, Warrant Shares Warrants or Special Warrant Shares (other than, with respect to the first legend, shares of Common Stock, Warrants, Special Warrants, Warrant Shares Warrants or Special Warrant Shares that are no longer subject to the provisions of Article VII and other than, with respect to the second legend, shares of Common Stock, Warrants, Special Warrants, Warrant Shares Warrants or Special Warrant Shares which have been transferred in a transaction registered under the Securities Act or exempt from the registration requirements of the Securities Act pursuant to Rule 144 thereunder or any similar rule or regulation) shall bear the following legends: "THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AN AGREEMENT ON FILE AT THE OFFICES OF THE CORPORATION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." and Purchaser agrees to transfer shares of Common Stock, Warrants and Warrant Shares only in accordance with the provisions of such legends.