Common use of Transfer Restrictions and Legend Clause in Contracts

Transfer Restrictions and Legend. (a) This Warrant may not be sold, assigned, pledged, hypothecated, encumbered, or in any manner transferred or disposed of, in whole or in part, without the consent of the Corporation except by operation of law or, in connection with a registration of Warrant Shares under the Securities Act, to a member firm of the National Association of Securities Dealers, Inc. Without limiting the generality of the foregoing, neither this Warrant nor any of the Warrant Shares, nor any interest or participation in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal and state securities laws and the terms and conditions hereof. (b) The Warrantholder agrees that prior to any transfer of this Warrant or any transfer of the related Warrant Shares requiring the consent of the Corporation under subsection 2.5(a) above, such Warrantholder will give notice to the Corporation of its intention to effect such transfer (and, in the case of a disposition, of the intended method of disposition), together with a copy of the opinion of such Warrantholder's counsel, who shall be acceptable to the Corporation, as to the necessity or non-necessity for registration under the Act and applicable state securities laws in connection with such transfer. The following provisions shall then apply: (i) If in the opinion of the Warrantholder's counsel, the proposed transfer of this Warrant or the proposed transfer of such Warrant Shares may be effected without registration under the Act or applicable state securities laws of this Warrant or such Warrant Shares, as the case may be, and if the Corporation's counsel shall deliver an opinion to the Corporation to substantially the same effect (for purposes of which it may rely on the opinion of Warrantholder's counsel), then the Warrantholder shall be entitled to transfer this Warrant or to transfer such Warrant Shares in accordance with the intended method of disposition specified in the notice delivered by such holder to the Corporation. The Corporation agrees to request said opinion of its counsel promptly after receiving each such notice and opinion from the Warrantholder and to deliver to said holder a copy of the opinion of the Corporation's counsel promptly after it is received. The Warrantholder shall cooperate fully, and provide the Corporation and its counsel with such information and documents as either may reasonably request, to evaluate such opinion. In the event that no such opinion of the Corporation's counsel (whether such opinion shall concur with or dissent from said opinion of the Warrantholder's counsel) shall be delivered to the Warrantholder within 30 days after the date when the Warrantholder delivered said notice and opinion to the Corporation, it shall not be necessary that any opinion of the Corporation's counsel be delivered in order that any action be taken under this subsection, and the Corporation shall thereafter be obligated in connection with said notice and opinion of the Warrantholder's counsel to rely upon such Warrantholder's counsel's opinion and effect such transfer. (ii) If, in the opinion of either one or of both of said counsel, either the proposed transfer of this Warrant or the proposed transfer of such Warrant Shares may not be effected without registration under the Securities Act or applicable state securities law of this Warrant or such Warrant Shares, as the case may be, the Warrantholder shall not be entitled to transfer this Warrant or to transfer such Warrant Shares, as the case may be. (c) Notwithstanding anything to the contrary contained in this paragraph 2.5, this Warrant may be transferred in whole or from time to time in part to any successor to the business of Xxxxxxxxxxx or any affiliate, officer, director, employee, parent, subsidiary or partner of Xxxxxxxxxxx or by operation of law in compliance with applicable United States federal and state securities laws and such transfer shall not be subject to the provisions of subsection 2.5(b). Upon due presentation for registration of transfer of this Warrant pursuant to this subsection 2.5(c), the Corporation shall execute and deliver in the name of the transferee or transferees a new Warrant or Warrants in like kind; provided, however, that such new Warrant or Warrants shall not contain the provisions of this subsection 2.5(c). (d) In the case of Warrant Shares, each certificate therefor shall bear a legend to the effect of the foregoing paragraph. Any Warrant issued at any time in exchange or substitution for any Warrant bearing such a legend shall also bear such legend unless, in the opinion of counsel for the Corporation, the Warrant need no longer be subject to the restriction contained herein. The provisions of this subsection 2.5 shall be binding upon all subsequent holders of this Warrant, if any. Warrant Shares transferred to the public as expressly permitted by, and in accordance with, the provisions of this Warrant shall thereafter cease to be deemed to be "Warrant Shares" for purposes hereof. (e) The Warrantholder represents that Warrantholder is acquiring the Warrant (and, if exercised, the shares of Common Stock issuable upon such exercise) for the Warrantholder's own account (or a trust account if Warrantholder is a trustee) and not with a view to or for sale in connection with any distribution of the securities.

Transfer Restrictions and Legend. (a) This Warrant The Purchaser agrees that all certificates or other instruments representing the Shares subject to this Agreement will bear a legend substantially to the following effect: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, OFFERED, SOLD OR OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO U.S. PERSONS, EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT AND HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.” (b) The Purchaser acknowledges that the Shares are being offered in a transaction not involving any public offering within the United States within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act or any other law of the United States and may not be soldsold except as follows. The Purchaser agrees that, assignedif in the future it decides to offer, pledgedresell, hypothecatedpledge or otherwise transfer the Shares, encumbered, or in any manner transferred or disposed of, in whole or in part, without prior to the consent date that is one year after the later of the Corporation except by operation Closing and the last date on which the Company or any Affiliate of law orthe Company (or any predecessor thereto) was the owner of such Shares (the “Distribution Compliance Period”), such Shares may be offered, resold, pledged or otherwise transferred only in connection accordance with a the provisions of Reg S, pursuant to registration of Warrant Shares under the Securities Act, or pursuant to a member firm an available exemption from registration. The foregoing restrictions on resale will not apply following the expiration of the National Association Distribution Compliance Period. The Purchaser understands that the Transfer Agent for the Shares will not accept for registration of Securities Dealerstransfer any Shares, Inc. Without limiting except upon presentation of evidence reasonably satisfactory to the generality Company and the Transfer Agent that the foregoing restrictions on transfer have been complied with. The Purchaser acknowledges that the Company reserves the right, prior to any offer, sale or other transfer of the foregoingShares prior to the Distribution Compliance Period, neither this Warrant nor any to require the delivery of an opinion of counsel, certifications and/or other information reasonably satisfactory to the Warrant Shares, nor any interest or participation Company in either, may be sold, assigned, pledged, hypothecated, encumbered or order to ensure compliance with the transfer restrictions imposed by Reg S during the Distribution Compliance Period. The Purchaser agrees not to engage in any other manner transferred or disposed of, in whole or in part, except hedging transactions with regard to the Shares unless in compliance with applicable United States federal and state securities laws and the terms and conditions hereofSecurities Act. The Purchaser further understands that any certificates representing Shares acquired by the Purchaser will bear a legend reflecting the substance of this paragraph. (bc) The Warrantholder agrees that prior to any transfer of this Warrant or any transfer Upon request of the related Warrant Shares requiring Purchaser, upon receipt by the consent Company of the Corporation under subsection 2.5(a) above, such Warrantholder will give notice an opinion of counsel reasonably satisfactory to the Corporation of its intention to effect such transfer (and, in the case of a disposition, of the intended method of disposition), together with a copy of the opinion of such Warrantholder's counsel, who shall be acceptable Company to the Corporation, as to the necessity or non-necessity for registration under the Act and applicable state securities laws in connection with effect that such transfer. The following provisions shall then apply: (i) If in the opinion of the Warrantholder's counsel, the proposed transfer of this Warrant or the proposed transfer of such Warrant Shares may be effected without registration under the Act or applicable state securities laws of this Warrant or such Warrant Shares, as the case may be, and if the Corporation's counsel shall deliver an opinion to the Corporation to substantially the same effect (for purposes of which it may rely on the opinion of Warrantholder's counsel), then the Warrantholder shall be entitled to transfer this Warrant or to transfer such Warrant Shares in accordance with the intended method of disposition specified in the notice delivered by such holder to the Corporation. The Corporation agrees to request said opinion of its counsel promptly after receiving each such notice and opinion from the Warrantholder and to deliver to said holder a copy of the opinion of the Corporation's counsel promptly after it legend is received. The Warrantholder shall cooperate fully, and provide the Corporation and its counsel with such information and documents as either may reasonably request, to evaluate such opinion. In the event that no such opinion of the Corporation's counsel (whether such opinion shall concur with or dissent from said opinion of the Warrantholder's counsel) shall be delivered to the Warrantholder within 30 days after the date when the Warrantholder delivered said notice and opinion to the Corporation, it shall not be necessary that any opinion of the Corporation's counsel be delivered in order that any action be taken under this subsection, and the Corporation shall thereafter be obligated in connection with said notice and opinion of the Warrantholder's counsel to rely upon such Warrantholder's counsel's opinion and effect such transfer. (ii) If, in the opinion of either one or of both of said counsel, either the proposed transfer of this Warrant or the proposed transfer of such Warrant Shares may not be effected without registration longer required under the Securities Act or applicable state securities law of this Warrant or such Warrant Shareslaws, as the case may be, the Warrantholder Company shall not be entitled to transfer this Warrant or to transfer such Warrant Shares, as promptly cause the case may be. (c) Notwithstanding anything to the contrary contained in this paragraph 2.5, this Warrant may be transferred in whole or from time to time in part to any successor to the business of Xxxxxxxxxxx or any affiliate, officer, director, employee, parent, subsidiary or partner of Xxxxxxxxxxx or by operation of law in compliance with applicable United States federal and state securities laws and such transfer shall not be subject to the provisions of subsection 2.5(b). Upon due presentation for registration of transfer of this Warrant pursuant to this subsection 2.5(c), the Corporation shall execute and deliver in the name of the transferee or transferees a new Warrant or Warrants in like kind; provided, however, that such new Warrant or Warrants shall not contain the provisions of this subsection 2.5(c). (d) In the case of Warrant Shares, each certificate therefor shall bear a legend to the effect of the foregoing paragraph. Any Warrant issued at be removed from any time in exchange or substitution certificate for any Warrant bearing such a legend shall also bear such legend unless, in the opinion of counsel for the Corporation, the Warrant need no longer be subject to the restriction contained herein. The provisions of this subsection 2.5 shall be binding upon all subsequent holders of this Warrant, if any. Warrant Shares transferred to the public as expressly permitted by, and in accordance with, the provisions of this Warrant shall thereafter cease to be deemed to be "Warrant Shares" for purposes hereofso transferred. (e) The Warrantholder represents that Warrantholder is acquiring the Warrant (and, if exercised, the shares of Common Stock issuable upon such exercise) for the Warrantholder's own account (or a trust account if Warrantholder is a trustee) and not with a view to or for sale in connection with any distribution of the securities.