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 after the Holding Period, if the holder of the Preferred Stock being converted makes the certification, pursuant to a Notice of Conversion in the form attached hereto as Exhibit D (a "Notice of Conversion"), that such holder has complied with all of the requirements of Regulation D and such other requirements as set forth herein, and the registration statement required to be filed by the Company pursuant to the Registration Rights Agreement in the form of Exhibit E (the "Registration Rights Agreement") is not effective, then the Company shall cause the Transfer Agent to deliver the Underlying Shares upon such conversion without a restrictive legend or stop transfer instructions, 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 Transfer Agent regarding such Underlying Shares, including without limitation the legend in substantially the following form: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (TOGETHER WITH THE REGULATIONS PROMULGATED THEREUNDER, THE "SECURITIES ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE." The certificates representing the Securities, and each certificate issued in transfer thereof, will also bear any legend required under any applicable state securities law.

Transfer Restrictions Regarding Securities. Upon conversion of ------------------------------------------ any part or all of the Series B Preferred Stock at any time after the Holding Period, if the holder of the Series B Preferred Stock being converted makes the certification, pursuant to a Notice of Conversion in the form attached hereto as Exhibit D (a "Notice of Conversion"), that such holder has complied with all of the requirements of Regulation D and such other requirements as set forth herein, and the registration statement required to be filed by the Company pursuant to the Registration Rights Agreement in the form of Exhibit E (the "Registration Rights Agreement") is not effectiveeffective or an exemption from registration exists, then the Company shall cause the Company's transfer agent (the "Transfer Agent Agent") to deliver the Underlying Shares upon such conversion without a restrictive legend or stop transfer instructions, otherwise . 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 Transfer Agent regarding such Underlying Shares, including without limitation the legend in substantially the following form: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (TOGETHER WITH THE REGULATIONS PROMULGATED THEREUNDER, THE "SECURITIES ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE." The certificates representing the Securities, and each certificate issued in transfer thereof, will also bear any legend required under any applicable state securities law.