Common use of Transfer Restrictions Regarding Securities Clause in Contracts

Transfer Restrictions Regarding Securities. Upon conversion of any part or all of the Preferred Stock at any time as permitted hereby, if the holder of the Preferred Stock being converted makes the certification, pursuant to the Notice of Conversion attached hereto as Exhibit C, that such holder has complied with all of the requirements of Regulation S and such other requirements as set forth herein, then the Company shall cause its transfer agent to deliver the underlying Common Stock ("Underlying Shares") upon such conversion with restrictive legend or stop transfer instructions. The Subscriber understands that the Company is the issuer of the securities which are the subject of this Agreement, and that, for purposes of Regulation S, a "distributor" is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of securities offered or sold in reliance on Regulation S and that an "affiliate" is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with the person in question. In this regard, the Subscriber shall not, during the one year Holding Period set forth under Rule 903(c)(2), act as a distributor, either directly or through any affiliate, nor shall he sell, transfer, hypothecate or otherwise convey the securities or interest therein, other than outside the United States to a non-U.S. person.

Transfer Restrictions Regarding Securities. Upon conversion of any part or all of the Preferred Series C Stock at any time as permitted hereby, if the holder of the Preferred Series C Stock being converted makes the certification, pursuant to the Notice of Conversion attached hereto as Exhibit CB, that such holder has complied with all of the requirements of Regulation S and such other requirements as set forth herein, then the Company shall cause its transfer agent to deliver the underlying Common Stock ("Underlying Shares") upon such conversion with restrictive legend or stop transfer instructions. The Subscriber understands that the Company is the issuer of the securities which are the subject of this Agreement, and that, for purposes of Regulation S, a "distributor" is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of securities offered or sold in reliance on Regulation S and that an "affiliate" is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with the person in question. In this regard, the Subscriber shall not, during the one year Holding Period set forth under Rule 903(c)(2), act as a distributor, either directly or through any affiliate, nor shall he sell, transfer, hypothecate or otherwise convey the securities or interest therein, other than outside the United States to a non-U.S. person.

Transfer Restrictions Regarding Securities. Upon conversion of any part or all of the Preferred Stock at any time as permitted herebyafter the Holding Period, if the holder of the Preferred Stock being converted makes the certification, pursuant to the appropriate Notice of Conversion attached hereto as Exhibit CExhibits E and F, that such holder has complied with all of the requirements of Regulation S and such other requirements as set forth herein, then the Company shall cause its transfer agent the Transfer Agent to deliver the underlying Common Stock ("Underlying Shares") Shares upon such conversion with without a restrictive legend or stop transfer instructions, by delivering a Regulation S opinion substantially in the form annexed hereto as Exhibit G hereto, otherwise the Underlying Shares shall be considered restricted securities and certificates representing such Underlying Shares shall contain restrictive legends and stop transfer instructions will be placed with the Company's transfer agent regarding such Underlying Shares. The Subscriber understands that the Company is the issuer of the securities which are the subject of this Agreement, and that, for purposes of Regulation S, a "distributor" is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of securities offered or sold in reliance on Regulation S and that an "affiliate" is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with the person in question. In this regard, the Subscriber shall not, during the one year Holding 40-day Restricted Period set forth under Rule 903(c)(2), act as a distributor, either directly or through any affiliate, nor shall he sell, transfer, hypothecate or otherwise convey the securities Securities or any interest therein, other than outside the United States to a non-U.S. person.

Transfer Restrictions Regarding Securities. Upon conversion of any part or all of the Preferred Series D Stock at any time as permitted hereby, if the holder of the Preferred Series D Stock being converted makes the certification, pursuant to the Notice of Conversion attached hereto as Exhibit C, that such holder has complied with all of the requirements of Regulation S and such other requirements as set forth herein, then the Company shall cause its transfer agent to deliver the underlying Common Stock ("Underlying Shares") upon such conversion with restrictive legend or stop transfer instructions. The Subscriber understands that the Company is the issuer of the securities which are the subject of this Agreement, and that, for purposes of Regulation S, a "distributor" is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of securities offered or sold in reliance on Regulation S and that an "affiliate" is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with the person in question. In this regard, the Subscriber shall not, during the one year Holding Period set forth under Rule 903(c)(2), act as a distributor, either directly or through any affiliate, nor shall he sell, transfer, hypothecate or otherwise convey the securities or interest therein, other than outside the United States to a non-U.S. person.

Transfer Restrictions Regarding Securities. Upon conversion of any part or all of the Preferred Stock and/or Warrants at any time as permitted herebyafter the Holding Period, if the holder of the Preferred Stock being converted makes the certification, pursuant to the Notice of Conversion attached hereto as Exhibit CE, that such holder has complied with all of the requirements of Regulation S and such other requirements as set forth herein, then the Company shall cause its transfer agent the Transfer Agent to deliver the underlying Common Stock (the "Underlying Shares") upon such conversion with without a restrictive legend or stop transfer instructions, otherwise the Underlying Shares shall be considered restricted securities and certificates representing such Shares shall contain restrictive legends and stop transfer instructions will be placed with the Company's transfer agent regarding such Shares. The Subscriber understands that the Company is the issuer of the securities which are the subject of this Agreement, and that, for purposes of Regulation S, a "distributor" is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of securities offered or sold in reliance on Regulation S and that an "affiliate" is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with the person in question. In this regard, the Subscriber shall not, during the one year Holding Period 40-day restricted period set forth under Rule 903(c)(2), act as a distributor, either directly or through any affiliate, nor shall he sell, transfer, hypothecate or otherwise convey the securities Securities or any interest therein, other than outside the United States to a non-U.S. person.