Common use of Transfer or Exchange Without Registration Clause in Contracts

Transfer or Exchange Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Exercise Shares issuable hereunder), shall not be registered under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer or exchange, (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company) to the effect that such transfer or exchange may be made without registration under the Securities Act and under applicable state securities or blue sky laws (the cost of which shall be borne by the Company if the Company's counsel renders such an opinion), (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter, or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act.

Transfer or Exchange Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any transfer, transfer or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Exercise Warrant Shares issuable hereunder), ) shall not be registered under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer or exchange, (i) that the Holder holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Companytransactions) to the effect that such transfer or exchange may be made without registration under the Securities Act and under applicable state securities or blue sky laws (the cost of which shall be borne by the Company if the Company's counsel renders such an opinion), (ii) that the Holder holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter, or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act.

Transfer or Exchange Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any transfer, transfer or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Exercise Warrant Shares issuable hereunder), ) shall not be registered under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer or exchange, (i) that the Holder holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Companytransactions) to the effect that such transfer or exchange may be made without registration under the Securities Act and under applicable state securities or blue sky laws (the cost of which shall be borne by the Company if the Company's counsel renders such an opinion), (ii) that the Holder holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investorACCREDITED INVESTOR" as defined in Rule 501(a) promulgated under the Securities Act; provided PROVIDED that no such opinion, letter, or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act.

Transfer or Exchange Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any transfer, transfer or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Exercise Shares Units issuable hereunder), ) shall not be registered under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer or exchange, (i) that the Holder holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Companytransactions) to the effect that such transfer or exchange may be made without registration under the Securities Act and under applicable state securities or blue sky laws (the cost of which shall be borne by the Company if the Company's counsel renders such an opinion, and up to $1,000 of such cost shall be borne by the Company if the holder's counsel is required to render such opinion), (ii) that the Holder holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investorACCREDITED INVESTOR" as defined in Rule 501(a) promulgated under the Securities Act; provided provided, however, that no such opinion, letter, letter or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act.

Transfer or Exchange Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any transfer, transfer or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Exercise Warrant Shares issuable hereunder), ) shall not be registered under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer or exchange, (i) that the Holder holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Companytransactions) to the effect that such transfer or exchange may be made without registration under the Securities Act and under applicable state securities or blue sky laws (the cost of which shall be borne by the Company if the Company's counsel renders such an opinion)laws, (ii) that the Holder holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investorACCREDITED INVESTOR" as defined in Rule 501(a) promulgated under the Securities Act; provided PROVIDED that no such opinion, letter, or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act; and PROVIDED FURTHER that no such opinion or letter shall be required in connection with a transfer an affiliate of a holder who agrees to sell or otherwise transfer the Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) only in accordance with the provisions of this Section 7(f) and who is an "accredited investor."

Transfer or Exchange Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any transfer, transfer or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Exercise Shares Units issuable hereunder), ) shall not be registered under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer or exchange, (i) that the Holder holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Companytransactions) to the effect that such transfer or exchange may be made without registration under the Securities Act and under applicable state securities or blue sky laws (the cost of which shall be borne by the Company if the Company's ’s counsel renders such an opinion, and up to $1,000 of such cost shall be borne by the Company if the holder’s counsel is required to render such opinion), (ii) that the Holder holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "“accredited investor" ” as defined in Rule 501(a) promulgated under the Securities Act; provided provided, however, that no such opinion, letter, letter or status as an "“accredited investor" ” shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act.

Transfer or Exchange Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any transfer, transfer or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Exercise Warrant Shares issuable hereunder), ) shall not be registered under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer or exchange, (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Companytransactions) to the effect that such transfer or exchange may be made without registration under the Securities Act and under applicable state securities or blue sky laws (the cost of which shall be borne by the Company if the Company's counsel renders such an opinion), (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter, or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act.