Common use of Transfers in Compliance with Law; Substitution of Transferee Clause in Contracts

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Warrant, no transfer may be made pursuant to this Section 2 unless (a) the Transferee has agreed in writing to be bound by the terms and conditions hereto, (b) the transfer complies in all respects with the applicable provisions of this Warrant, and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act of 1933, as amended. If requested by the Company in its reasonable judgment, the transferring Warrantholder shall supply to the Company (x) an opinion of counsel, at such transferring Warrantholder’s expense, to the effect that such transfer complies with the applicable federal and state securities laws; provided, however, that no such opinion shall be required if the Transferee is a successor trust to the Warrantholder which has the same beneficiaries and (y) a written statement to the Company, in such form as it may reasonably request, certifying that the Transferee is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Any attempt to transfer this Warrant or rights hereunder in violation of this Warrant shall be null and void ab initio and the Company shall not register such transfer.

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Warrant, no transfer may be made pursuant to this Section 2 unless (a) the Transferee has agreed in writing to be bound by the terms and conditions hereto, (b) the transfer complies in all respects with the applicable provisions of this Warrant, and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act of 1933, as amended. If requested by the Company in its reasonable judgment, the an opinion of counsel to such transferring Warrantholder shall supply be supplied to the Company (x) an opinion of counsel, at such transferring Warrantholder’s 's expense, to the effect that such transfer complies with the applicable federal and state securities laws; provided, however, that no such opinion shall be required if the Transferee is a successor trust to the Warrantholder which has the same beneficiaries and (y) a written statement to the Company, in such form as it may reasonably request, certifying that the Transferee is an “accredited investor” as defined in Rule 501(a) under the Securities Actbeneficiaries. Any attempt to transfer this Warrant or rights hereunder in violation of this Warrant shall be null and void ab initio and the Company shall not register such transfer.

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this WarrantAgreement, no transfer by a Stockholder (other than the Principal Stockholder) to any Person (other than the Company) may be made pursuant to this Section 2 or Section 3 unless (a) the Transferee has agreed in writing to be bound by the terms and conditions hereto, (b) the transfer complies in all respects with the applicable provisions of this Warrant, Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act Act, (b) the transferee agrees in writing to be bound by the terms and conditions of 1933, this Agreement (whereupon such transferee shall be substituted for and shall enjoy the same rights and be subject to the same obligations as amended. If its predecessor hereunder) and (c) if requested by the Company in its reasonable sole judgment, the transferring Warrantholder shall supply to the Company (x) an opinion of counselcounsel to such transferring Stockholder shall be supplied to the Company, at such transferring Warrantholder’s Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws; provided, however, provided that no such opinion shall will be required if the Transferee is for a successor trust transfer by a Stockholder to the Warrantholder which has the same beneficiaries and (y) a written statement to the Company, in such form as it may reasonably request, certifying that the Transferee is an “accredited investor” as defined in Rule 501(a) under the Securities ActPermitted Transferee. Any attempt to transfer this Warrant any Shares or rights hereunder in violation of this Warrant Agreement shall be null and void ab initio and the Company shall not register such transfer.

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this WarrantAgreement, no transfer may be made pursuant to this Section 2 or Section 3 unless (a) the Permitted Transferee (other than a financial institution referred to in Section 2.2.3) has agreed in writing to be bound by the terms and conditions heretoof this Agreement, (b) the transfer complies in all respects with the applicable provisions of this Warrant, Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act of 1933, as amendedAct. If requested by the Company in its reasonable judgment, the an opinion of counsel to such transferring Warrantholder Stockholder shall supply be supplied to the Company (x) an opinion of counsel, at such transferring Warrantholder’s Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws; provided, however, that no such opinion shall be required if the Transferee is a successor trust to the Warrantholder which has the same beneficiaries and (y) a written statement to the Company, in such form as it may reasonably request, certifying that the Transferee is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Any attempt to transfer this Warrant any Shares or rights hereunder in violation of this Warrant Agreement shall be null and void ab initio AB INITIO and the Company shall not register such transfer. Upon becoming a party to this Agreement, a Permitted Transferee shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, its predecessor hereunder only to the extent that this Agreement specifically states that such Permitted Transferee shall enjoy the particular right or be subject to the particular obligation of its predecessor, as the case may be.