Common use of Transfer or Sale Clause in Contracts

Transfer or Sale. Each Buyer understands that (i) the Warrants and the Warrant Shares may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the 1933 Act or (B) an exemption exists permitting such Warrants and the Warrant Shares to be sold, assigned or transferred without such registration; (ii) any sale of the Warrants and the Warrant Shares made in reliance on Rule 144 under the 1933 Act may be made only in accordance with the terms of Rule 144 under the 1933 Act and further, if Rule 144 under the 1933 Act is not applicable, any resale of the Warrants and the Warrant Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder.

Transfer or Sale. Each The Buyer understands that that: (i) the Warrants Purchase Shares have not been and are not being registered under the Warrant Shares 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered pursuant to the 1933 Act thereunder or (B) an exemption exists permitting such Warrants and the Warrant Purchase Shares to be sold, assigned or transferred without such registration; (ii) any sale of the Warrants and the Warrant Purchase Shares made in reliance on Rule 144 under the 1933 Act may be made only in accordance with the terms of Rule 144 under the 1933 Act and further, if Rule 144 under the 1933 Act is not applicable, any resale of the Warrants and the Warrant Purchase Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the1933 Actthe 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Purchase Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.