Common use of TRANSFER RESTRICTIONS; REPRESENTATIONS Clause in Contracts

TRANSFER RESTRICTIONS; REPRESENTATIONS. (a) The Registered Holder acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of an opinion of counsel, reasonably satisfactory to the Company, that registration and qualification are not required. Subject to the foregoing, the Company hereby consents to transfer by the Registered Holder to (i) Noel Xxxxxx Xxxxxx, (xi) the immediate family members (i.e. parents, siblings or children, thereof) of the Registered Holder or Noel Xxxxxx Xxxxxx, xx (iii) entities controlled by the Registered Holder or Noel Xxxxxx Xxxxxx xx their immediate family members, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501 under the Securities Act and agrees to be bound by the terms of this Warrant. It is understood and agreed that this provision does not apply to, or limit the sale, pledge, distribution, offers for sale, transfer or other disposition of Warrant Stock after any exercise thereof pursuant to Section 1 hereof. (b) The Registered Holder hereby further represents and warrants to the Company with respect to the issuance of the Warrant and the purchase of the Warrant Stock as follows:

TRANSFER RESTRICTIONS; REPRESENTATIONS. (a) The Registered Holder acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of an opinion of counsel, reasonably satisfactory to the Company, that registration and qualification are not required. Subject to the foregoing, the Company hereby consents to transfer by the Registered Holder to (i) Noel Xxxx Xxxxxx Xxxxxx, (xiii) the immediate family members (i.e. parents, siblings or children, thereof) of the Registered Holder or Noel Xxxx Xxxxxx Xxxxxx, xx or (iii) entities controlled by the Registered Holder or Noel Xxxx Xxxxxx Xxxxxx xx or their immediate family members, provided that the transferee certifies to the Company that it is an "“accredited investor" ” as defined in Rule 501 under the Securities Act and agrees to be bound by the terms of this Warrant. It is understood and agreed that this provision does not apply to, or limit the sale, pledge, distribution, offers for sale, transfer or other disposition of Warrant Stock after any exercise thereof pursuant to Section 1 hereof. (b) The Registered Holder hereby further represents and warrants to the Company with respect to the issuance of the Warrant and the purchase of the Warrant Stock as follows: