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

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. (1) This Warrant or the Warrant Stock or any other security issued or issuable upon exercise of this Warrant may not be offered or sold except in conformity with the Securities Act of 1933, as amended, and then only against receipt of an agreement of such person to whom such offer of sale is made to comply with the provisions of this Section (o) with respect to any resale or other disposition of such securities. (2) The Company may cause the following legend to be set forth on each certificate representing Warrant Stock or any other security issued or issuable upon exercise of this Warrant not theretofore distributed to the public or sold to underwriters for distribution to the public pursuant to Section (l) hereof, unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary: The securities represented by this certificate may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement made under the Securities Act of 1933 (the "Act"), or pursuant to an exemption from registration under the Act the availability of which is to be established to the satisfaction of the Company. (3) Notwithstanding anything herein contained to the contrary, this Warrant shall not be exercisable unless and until the Company is satisfied that exercise hereof would not result in loss of a claimed securities registration exemption in connection with any other actual or proposed transaction the effect of which would be materially adverse to the Company.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. (1) This Warrant or the Warrant Stock or any other security issued or issuable upon exercise of this Warrant may not be offered or sold except in conformity with the Securities Act of 1933, as amended, and then only against receipt of an agreement of such person to whom such offer of sale is made to comply with the provisions of this Section (o) with respect to any resale or other disposition of such securities. (2) The Company may cause the following legend to be set forth on each certificate representing Warrant Stock or any other security issued or issuable upon exercise of this Warrant not theretofore distributed to the public or sold to underwriters for distribution to the public pursuant to Section (l) hereof, unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary: The securities represented by this certificate may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement made under the Securities Act of 1933 (the "Act"), or pursuant to an exemption from registration under the Act the availability of which is to be established to the satisfaction of the Company. (3) Notwithstanding anything herein contained to the contrary, this Warrant shall not be exercisable unless and until the Company is satisfied that exercise hereof would not result in loss of a claimed securities registration exemption in connection with any other actual or proposed transaction the effect of which would be materially adverse to the Company.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. (1) This Warrant or the Warrant Stock Shares or any other security issued or issuable upon exercise of this Warrant may not be offered sold or sold otherwise disposed of except as follows: (1) To a person who, in conformity the opinion of counsel for the holder reasonably acceptable to the Company, is a person to whom this Warrant or Warrant Shares may legally be transferred without registration and without the delivery of a current prospectus under the Act with the Securities Act of 1933, as amended, respect thereto and then only against receipt of an agreement of such person to whom such offer of sale is made to comply with the provisions of this Section (oj) with respect to any subsequent resale or other disposition of such securities.securities which agreement shall be satisfactory in form and substance to the Company and its counsel; provided that the foregoing shall not apply to any such Warrant, Warrant Shares or other security as to which such Bolder shall have received an opinion letter from counsel to the Company as to the exemption thereof from the registration under the Act pursuant to Rule 144(k) under the Act; or (2) The Company may cause To any person upon delivery of a prospectus then meeting the following legend requirements of the Act relating to be set forth on each such securities and the offering thereof for such sale or disposition. Each certificate representing Warrant Stock or any other security for shares issued or issuable upon exercise of this Warrant not theretofore distributed shall bear a legend relating to the public or sold to underwriters for distribution to non-registered status of such shares under the public pursuant to Section (l) hereofAct, unless counsel for at the Company is time of the opinion as exercise of this Warrant such shares are subject to any such certificate that such legend is unnecessary: The securities represented by this certificate may not be offered for sale, sold or otherwise transferred except pursuant to an a currently effective registration statement made under the Securities Act of 1933 (the "Act"), or pursuant to an exemption from registration under the Act the availability of which is to be established to the satisfaction of the Company. (3) Notwithstanding anything herein contained to the contrary, this Warrant shall not be exercisable unless and until the Company is satisfied that exercise hereof would not result in loss of a claimed securities registration exemption in connection with any other actual or proposed transaction the effect of which would be materially adverse to the Company.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. (1a) This Neither the Warrants nor the Warrant Stock nor any other security issued or issuable upon exercise of the Warrants may be sold, transferred, or otherwise disposed of except pursuant to an effective registration statement under the Act or to a person who, in the opinion of counsel for the Company, is a person to whom such Warrants or Warrant Stock may legally be transferred pursuant to the provisions of the Agreement without registration, and without the delivery of a current prospectus, under the Act with respect thereto. (b) The Company shall cause the following legend to be set forth on each Warrant Certificate and certificate representing the shares of Warrant Stock or any other security issued or issuable upon exercise of this Warrant may not be offered or sold except in conformity with the Securities Act of 1933, as amended, and then only against receipt of an agreement of such person to whom such offer of sale is made to comply with the provisions of this Section (o) with respect to any resale or other disposition of such securities. (2) The Company may cause the following legend to be set forth on each certificate representing Warrant Stock or any other security issued or issuable upon exercise of this Warrant Warrants not theretofore distributed to the public or sold to underwriters for distribution to the public pursuant to Section (l) 12 hereof, unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary: "The securities represented by this certificate may not be offered for sale, sold sold, or otherwise transferred except pursuant to an effective registration statement made under the Securities Act of 1933 (the "Act"), or pursuant to an exemption from registration under the Act the availability of which is to be established to the satisfaction of the Company. (3) Notwithstanding anything herein contained to the contrary, this Warrant shall not be exercisable unless and until the Company is satisfied that exercise hereof would not result in loss of a claimed securities registration exemption in connection with any other actual or proposed transaction the effect of which would be materially adverse counsel to the Company."

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. (1) This Warrant or and the Warrant Stock or any other security issued or issuable upon exercise of this Warrant may not be offered sold, transferred, or sold otherwise disposed of except to a person who, in conformity the opinion of counsel for the Company, is a person to whom this Warrant and such Warrant Stock may legally be transferred pursuant to Section (d) hereof without registration and without the delivery of a current Prospectus under the Act with the Securities Act of 1933, as amended, respect thereto and then only against receipt of an agreement of such person to whom such offer of sale is made to comply with the provisions of this Section (oh) with respect to any resale or other disposition of such securities. (2) . The Company may cause the following legend legend, or one similar thereto, to be set forth on each certificate representing Warrant Stock or and any other security issued or issuable upon exercise of this Warrant not theretofore distributed to the public or sold to underwriters for distribution to the public pursuant to Section (l) hereofpublic, unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary: The securities represented by this certificate may not be offered for sale. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, sold or otherwise transferred except pursuant to an effective registration statement made under the Securities Act of SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT MADE UNDER THE SECURITIES ACT OF 1933 (the THE "ActACT"), or pursuant to an exemption from registration under the Act the availability of which is to be established to the satisfaction of the CompanyOR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (3) Notwithstanding anything herein contained to the contrary, this Warrant shall not be exercisable unless and until the Company is satisfied that exercise hereof would not result in loss of a claimed securities registration exemption in connection with any other actual or proposed transaction the effect of which would be materially adverse to the Company.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. (1) This Warrant The Company -------------------------------------------------- may cause the following legend, or one similar thereto, to be set forth on each certificate representing the Warrant Stock Shares or any other security issued or issuable upon exercise of this Warrant may not be offered or sold except in conformity with the Securities Act conversion of 1933, as amended, and then only against receipt of an agreement of such person to whom such offer of sale is made to comply with the provisions of this Section (o) with respect to any resale or other disposition of such securities. (2) The Company may cause the following legend to be set forth on each certificate representing Warrant Stock or any other security issued or issuable upon exercise of this Warrant underlying Preferred Shares not theretofore distributed to the public or sold to underwriters for distribution to the public pursuant to Section (li) hereof, ; unless legal counsel for the Company is of the opinion as to any such certificate that such legend legend, or one similar thereto, is unnecessary: The securities represented by this certificate may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement made under the Securities Act of 1933 (the "Act")) and under any applicable state securities law, or pursuant to an exemption from registration under the Act and under any applicable state securities law, the availability of which is to be established to the satisfaction of the Company. (3. The Holder(s) Notwithstanding anything herein contained to the contrary, agree that this Warrant shall not be exercisable unless and until the Company is satisfied that all Shares acquired upon exercise hereof would not result or conversion of underlying Preferred Shares will be disposed of only in loss accordance with the Act and the rules and regulations of a claimed securities registration exemption in connection with any other actual or proposed transaction the effect of which would be materially adverse to the CompanySecurities and Exchange Commission promulgated thereunder.