Common use of TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933 Clause in Contracts

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant, the Warrant Shares, and any other securities issued or issuable upon exercise of this Warrant, may not be offered, sold or transferred, in whole or in part, except in compliance with the Act, and except in compliance with all applicable state securities laws. The Company may cause substantially the following legends, or their equivalents, to be set forth on each certificate representing the Warrant Shares and any other security issued or issuable upon exercise of this Warrant, not theretofore distributed to the public or sold to underwriters, as defined by the Act, for distribution to the public: (a) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THE WARRANT PURSUANT TO WHICH THEY WERE ISSUED." (b) Any legend required by applicable state securities laws. Any certificate issued at any time in exchange or substitution for any certificate bearing such legends (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act of 1933, as amended (the "Act"), or the securities represented thereby) shall also bear the above legends unless, in the opinion of the Company's counsel, the securities represented thereby need no longer be subject to such restrictions.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. (a) This Warrant, Warrant and the Warrant Shares, and Stock or any other securities security issued or issuable upon exercise of this Warrant, Warrant may not be offeredsold, sold transferred or transferredotherwise disposed of except to a person who, in whole the opinion of counsel for the Company, is a person to whom this Warrant or in part, except in compliance such Warrant Stock may legally be transferred without registration and without the delivery of a current prospectus under the 1933 Act with respect thereto and then only against receipt of an agreement of such person to comply with the Act, and except in compliance provisions of this Section 5 with all applicable state securities laws. respect to any resale or other disposition of such securities. (b) The Company may cause substantially the following legends, or their equivalents, legend to be set forth on each certificate representing the Warrant Shares and Stock or any other security issued or issuable upon exercise of this Warrant, not theretofore distributed unless counsel for the Company is of the opinion as to the public or sold to underwriters, as defined by the Act, for distribution to the public: (a) any such certificate that such legend is unnecessary: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 OR ANY STATE ACT"). THE SECURITIES LAWS HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, EXCHANGEDTRANSFERRED, HYPOTHECATED ASSIGNED OR TRANSFERRED OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN COMPLIANCE THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH LAWS AND SECURITIES, OR AN OPINION OF THE WARRANT PURSUANT ISSUER'S COUNSEL TO WHICH THEY WERE ISSUEDTHE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT." (b) Any legend required by applicable state securities laws. Any certificate issued at any time in exchange or substitution for any certificate bearing such legends (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act of 1933, as amended (the "Act"), or the securities represented thereby) shall also bear the above legends unless, in the opinion of the Company's counsel, the securities represented thereby need no longer be subject to such restrictions.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant, the Warrant SharesSecurities, and any all other securities issued or issuable upon exercise of this Warrant, may not be offered, sold or transferred, in whole or in part, except in compliance with the Act, and except in compliance with all applicable state securities laws. The Company may cause substantially the following legends, or their equivalents, to be set forth on each certificate representing the Warrant Shares and Securities, or any other security issued or issuable upon exercise of this Warrant, not theretofore distributed to the public or sold to underwriters, as defined by the Act, for distribution to the publicpublic pursuant to Section 8 above: (a) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THE WARRANT AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED." (b) Any legend required by applicable state securities laws. Any certificate issued at any time in exchange or substitution for any certificate bearing such legends (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act of 1933, as amended (the "Act"), or the securities represented thereby) shall also bear the above legends unless, in the opinion of the Company's counsel, the securities represented thereby need no longer be subject to such restrictions.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant, the Warrant Shares, and any other securities issued or issuable upon exercise of this Warrant, (a) The Underlying Shares may not be offered, offered or sold or transferred, in whole or in part, except in compliance with the Act, and except in compliance with all applicable state securities laws. The Company may cause substantially the following legends, or their equivalents, to be set forth on each certificate representing the Warrant Shares and any other security issued or issuable upon exercise of this Warrant, not theretofore distributed to the public or sold to underwriters, as defined by the Act, for distribution to the public: (a) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THE WARRANT PURSUANT TO WHICH THEY WERE ISSUED." (b) Any legend required by applicable state securities laws. Any certificate issued at any time in exchange or substitution for any certificate bearing such legends (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act of 1933, as amended 1933 (the "Act"), or any similar federal or state statute then in effect, and then only if such person to whom such offer or sale is made agrees with the Company to comply with the provisions of this Section 10 with respect to the restrictions for the resale or other disposition of such securities contained herein. (b) Prior to the disposition of any Underlying Shares under circumstances that might require registration of the Underlying Shares under the Act, or any similar federal or state statute then in effect, Optionee shall give written notice to the Company, expressing his intention as to the disposition to be made of such Underlying Shares. Promptly upon receiving such notice, the Company shall present copies thereof to its counsel. If, in the opinion of such counsel, the proposed disposition does not require registration under the Act, or any similar federal or state statute then in effect with respect to the Underlying Shares, the Company shall, as promptly as practicable, notify Optionee of such opinion, whereupon Optionee shall be entitled to dispose of such Underlying Shares, all in accordance with the terms of the notice delivered by Optionee to the Company. (c) The Company may cause a legend in substantially the form that follows to be set forth on the certificate representing the Underlying Shares, unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary: The securities represented thereby) shall also bear by this certificate can only be transferred in compliance with the above legends Securities Act of 1933 and all applicable state securities laws. This stock option and the shares may not be sold, transferred, or assigned in the absence of an effective registration statement unless, in the opinion of counsel to the Company's counsel, the securities represented thereby need no longer be subject to such restrictionsregistration is not then required.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant, the Warrant SharesSecurities, and any all other securities issued or issuable upon exercise of this Warrant, may not be offered, sold or transferred, in whole or in part, except in compliance with the Act, and except in compliance with all applicable state securities laws. The Company may cause substantially the following legends, or their equivalents, to be set forth on each certificate representing the Warrant Shares and Securities, or any other security issued or issuable upon exercise of this Warrant, not theretofore distributed to the public or sold to underwriters, as defined by the Act, for distribution to the publicpublic pursuant to Section 8 above: (a) “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS 1933, AS AMENDED, AND MAY NOT BE SOLDOFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT UNLESS, EXCHANGEDIN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THE WARRANT PURSUANT TO WHICH THEY WERE ISSUEDREGISTRATION IS NOT REQUIRED."” (b) Any legend required by applicable state securities laws. Any certificate issued at any time in exchange or substitution for any certificate bearing such legends (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act of 1933, as amended (the "“Act"”), or the securities represented thereby) shall also bear the above legends unless, in the opinion of the Company's ’s counsel, the securities represented thereby need no longer be subject to such restrictions.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant, the Warrant SharesSecurities, and any all other securities issued or issuable upon exercise of this Warrant, may not be offered, sold or transferred, in whole or in part, except in compliance with the Act, and except in compliance with all applicable state securities laws. The Company may cause substantially the following legends, or their equivalents, to be set forth on each certificate representing the Warrant Shares and Securities, or any other security issued or issuable upon exercise of this Warrant, not theretofore distributed to the public or sold to underwriters, as defined by the Act, for distribution to the publicpublic pursuant to Section 8 above: (a) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THE WARRANT AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED." (b) Any legend required by applicable state securities laws. Any certificate issued at any time in exchange or substitution for any certificate bearing such legends (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act of 1933, as amended (the "Act"), or the securities represented thereby) shall also bear the above legends unless, in the opinion of the Company's counsel, the securities represented thereby need no longer be subject to such restrictions.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant, the Warrant Shares, and any all other securities issued or issuable upon exercise of this Warrant, may not be offered, sold or transferred, in whole or in part, except in compliance with the Act, and except in compliance with all applicable state securities laws. The Company may cause substantially the following legends, or their equivalents, to be set forth on each certificate representing the Warrant Shares and Shares, or any other security issued or issuable upon exercise of this Warrant, not theretofore distributed to the public or sold to underwriters, as defined by the Act, for distribution to the publicpublic pursuant to Section 8 above: (a) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THE WARRANT AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED." (b) Any legend required by applicable state securities laws. Any certificate issued at any time in exchange or substitution for any certificate bearing such legends (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act of 1933, as amended (the "Act"), or the securities represented thereby) shall also bear the above legends unless, in the opinion of the Company's counsel, the securities represented thereby need no longer be subject to such restrictions.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant, the Warrant SharesSecurities, and any all other securities issued or issuable upon exercise of this Warrant, may not be offered, sold or transferred, in whole or in part, except in compliance with the Act, and except in compliance with all applicable state and federal securities laws. The Company may cause substantially the following legends, or their equivalents, to be set forth on each certificate representing the Warrant Shares and Securities, or any other security issued or issuable upon exercise of this Warrant, not theretofore distributed to the public or sold to underwriters, as defined by the Act, for distribution to the publicpublic pursuant to Section 8 above: (a) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THE WARRANT AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED." (b) Any legend required by applicable state securities laws. Any certificate issued at any time in exchange or substitution for any certificate bearing such legends (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act of 1933, as amended (the "Act"), or the securities represented thereby) shall also bear the above legends unless, in the opinion of the Company's counsel, the securities represented thereby need no longer be subject to such restrictions.