Common use of Transferee Undertaking Clause in Contracts

Transferee Undertaking. In connection with any disposition of all or any portion of the Securities permitted under this Agreement, the Subscriber shall obtain an undertaking from each offeree or purchaser of the Securities pursuant to which the offeree or purchaser shall represent and warrant the following: (i) purchaser understands that the Securities have not been registered under the Securities Act and that, if in the future it decides to offer, sell, pledge or otherwise transfer such Securities, such Securities may be offered, sold, pledged or otherwise transferred only (A) to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (B) in an offshore transaction pursuant to and in compliance with Regulation S, (C) pursuant to an exemption from registration under the Securities Act provided by Rule 144, if available, or (D) pursuant to a registration statement under the Securities Act covering such disposition, in all cases in accordance with all applicable securities laws of any state of the United States. (ii) purchaser understands that the Securities will contain a legend to the following effect unless the Company determines such legend is not necessary under applicable laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER SUCH ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER SUCH ACT, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT PROVIDED BY RULE 144, IF AVAILABLE, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES." (iii) If the offeree or transferee is a qualified institutional buyer as defined in Rule 144A of the Securities Act, that it is aware that the sale to it is being made in reliance on Rule 144A and it is acquiring the Securities for its own account or for the account of a qualified institutional buyer.

Transferee Undertaking. In connection with any disposition of all or any portion of the Securities Shares permitted under this Agreement, the Subscriber shall obtain an undertaking from each offeree or purchaser of the Securities Shares pursuant to which the offeree or purchaser shall represent and warrant the following: (i) purchaser understands that the Securities Shares have not been registered under the Securities Act and that, if in the future it decides to offer, sell, pledge or otherwise transfer such SecuritiesShares, such Securities Shares may be offered, sold, pledged or otherwise transferred only (A) to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (B) in an offshore transaction pursuant to and in compliance with Regulation S, (C) pursuant to an exemption from registration under the Securities Act provided by Rule 144, if available, or (D) pursuant to a registration statement under the Securities Act covering such disposition, in all cases in accordance with all applicable securities laws of any state of the United States. (ii) purchaser understands that the Securities Shares will contain a legend to the following effect unless the Company determines such legend is not necessary under applicable laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER SUCH ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER SUCH ACT, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT PROVIDED BY RULE 144, IF AVAILABLE, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES." (iii) If the offeree or transferee is a qualified institutional buyer as defined in Rule 144A of the Securities Act, that it is aware that the sale to it is being made in reliance on Rule 144A and it is acquiring the Securities Shares for its own account or for the account of a qualified institutional buyer.

Transferee Undertaking. In connection with any disposition of all or any portion of the Securities Valesc Stock permitted under pursuant to this Agreement, the Subscriber Seller shall obtain an undertaking from each offeree or purchaser of the Securities such stock pursuant to which the offeree or purchaser shall represent and warrant the following: (i1) purchaser it understands that the Securities have stock has not been registered under the Securities 1933 Act and that, if in the future it decides to offer, sell, pledge or otherwise transfer such Securitiesstock, such Securities stock may be offered, sold, pledged or otherwise transferred only (Ai) to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (B) in an offshore transaction pursuant to and in compliance with Regulation S, (Cii) pursuant to an exemption from registration under the Securities 1933 Act provided by Rule 144, if available, or (Diii) pursuant to a registration statement under the Securities 1933 Act covering such disposition, in all cases in accordance with all applicable securities laws of any state of the United States. (ii2) purchaser it understands that the Securities stock will contain a legend to the following effect unless the Company Buyer determines such legend is not necessary under applicable laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER SUCH ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (2) IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER SUCH ACT, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT PROVIDED BY RULE 144, IF AVAILABLE, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATESSTATES OR CANADIAN PROVINCE." (iii3) If the offeree or transferee is a qualified institutional buyer as defined in Rule 144A of the Securities 1933 Act, that it is aware that the sale to it is being made in reliance on Rule 144A and it is acquiring the Securities stock for its own account or for the account of a qualified institutional buyer.

Transferee Undertaking. In connection with any disposition of all or any portion of the Securities permitted under this AgreementConvertible Debenture, the Subscriber Warrant or the Conversion Shares (collectively, the "Securities") permitted pursuant to Section 4.7, the Investors shall obtain an undertaking from each offeree or purchaser of the Securities pursuant to which the offeree or purchaser shall represent and warrant the following: (ia) purchaser It understands that the Securities have not been registered under the Securities 1933 Act and that, if in the future it decides to offer, sell, pledge or otherwise transfer such Securities, such Securities may be offered, sold, pledged or otherwise transferred only (Ai) to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting meting the requirements of Rule 144A, (Bii) in an offshore transaction pursuant to and in compliance with Regulation S, (Cii) pursuant to an exemption from registration under the Securities 1933 Act provided by Rule 144, if available, or (Div) pursuant to a registration statement under the Securities 1933 Act covering such disposition, in all cases in accordance with all applicable securities laws of any state of the United StatesStates or any Canadian province. (iib) purchaser It understands that the Securities will contain a legend to the following effect unless the Company determines such legend is not necessary under applicable laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND AN SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER SUCH ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER SUCH ACT, ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT PROVIDED BY RULE 144, IF AVAILABLE, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATESSTATES OR CANADIAN PROVINCE." (iiic) If the offeree oferree or transferee is a qualified institutional buyer as defined in Rule 144A of the Securities 1933 Act, that it is aware that the sale to it is being made in reliance on Rule 144A and it is acquiring the Securities for its own account or for the account of a qualified institutional buyer.

Transferee Undertaking. In connection with any disposition of all or any portion of the Securities Valesc Stock or shares of Common Stock issuable upon conversion of the Valesc Stock permitted under pursuant to this Agreement, and so long as the Subscriber legend has not been removed as set forth in (G) above, the Seller shall obtain an undertaking from each offeree or purchaser of the Securities such stock pursuant to which the offeree or purchaser shall represent and warrant the following: (i1) purchaser it understands that the Securities have stock has not been registered under the Securities 1933 Act and that, if in the future it decides to offer, sell, pledge or otherwise transfer such Securitiesstock, such Securities stock may be offered, sold, pledged or otherwise transferred only (Ai) to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (B) in an offshore transaction pursuant to and in compliance with Regulation S, (Cii) pursuant to an exemption from registration under the Securities 1933 Act provided by Rule 144, if available, or (Diii) pursuant to a registration statement under the Securities 1933 Act covering such disposition, in all cases in accordance with all applicable securities laws of any state of the United States. (ii2) purchaser it understands that the Securities stock will contain a legend to the following effect unless the Company Buyer determines such legend is not necessary under applicable laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER SUCH ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (2) IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER SUCH ACT, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT PROVIDED BY RULE 144, IF AVAILABLE, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATESSTATES OR CANADIAN PROVINCE." (iii3) If the offeree or transferee is a qualified institutional buyer as defined in Rule 144A of the Securities 1933 Act, that it is aware that the sale to it is being made in reliance on Rule 144A and it is acquiring the Securities stock for its own account or for the account of a qualified institutional buyer.

Transferee Undertaking. In connection with any disposition of all or any portion of the Securities permitted under this Agreement, the Subscriber shall obtain an undertaking from each offeree or purchaser of the Securities pursuant to which the offeree or purchaser shall represent and warrant the following: (i) purchaser understands that the Securities have not been registered under the Securities Act and that, if in the future it decides to offer, sell, pledge or otherwise transfer such Securities, such Securities may be offered, sold, pledged or otherwise transferred only (A) to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (B) in an offshore transaction pursuant to and in compliance with Regulation S, (C) pursuant to an exemption from registration under the Securities Act provided by Rule 144, if available, or (D) pursuant to a registration statement under the Securities Act covering such disposition, in all cases in accordance with all applicable securities laws of any state of the United States. (ii) purchaser understands that the Securities will contain a legend to the following effect unless the Company determines such legend is not necessary under applicable laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER SUCH ACT IN 1N A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER SUCH ACT, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT PROVIDED BY RULE 144, IF AVAILABLE, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES." (iii) If the offeree or transferee is a qualified institutional buyer as defined in Rule 144A of the Securities Act, that it is aware that the sale to it is being made in reliance on Rule 144A and it is acquiring the Securities for its own account or for the account of a qualified institutional buyer.