Common use of Transfers to Any Other Person Clause in Contracts

Transfers to Any Other Person. The following provisions shall apply with respect to the registration of any proposed transfer of Warrants to any Person not specified in paragraphs (a) and (b) above (including any Institutional Accredited Investor which is not a QIB). (i) The Warrant Agent shall register any proposed transfer of Warrants to any such Person if (x) the transferor has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-1 hereto and, if required by paragraph (d) thereof, an Opinion of Counsel to the effect set forth therein and (y) the proposed transferee has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-2 hereto if such transferee is an Institutional Accredited Investor that is not a QIB. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, upon receipt by the Warrant Agent and the Company of the documents referred to in clause (i) above and instructions given in accordance with the Depositary's and the Warrant Agent's procedures, the Company shall execute and the Warrant Agent shall countersign Certificated Warrants in an amount equal to the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant, if any, as the case may be, to be transferred and the Warrant Agent shall decrease the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant so transferred.

Transfers to Any Other Person. The following ----------------------------- provisions shall apply with respect to the registration of any proposed transfer of Warrants to any Person not specified in paragraphs (a) and (b) above (including any Institutional Accredited Investor which is not a QIB).: (i) The Warrant Agent shall register any proposed transfer of Warrants to any such Person if (x) the transferor has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-1 B-1 hereto and, if required by paragraph (d) thereof, an Opinion opinion of Counsel counsel to the effect set forth therein and (y) the proposed transferee has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-2 B-2 hereto if and an opinion of counsel acceptable to the Company that such transferee transfer is an Institutional Accredited Investor that is not a QIBin compliance with the Securities Act. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, upon receipt by the Warrant Agent and the Company of the documents referred to in clause (i) above and instructions given in accordance with the Depositary's and the Warrant Agent's procedures, the Company shall execute and the Warrant Agent shall countersign Certificated Warrants in an amount equal to the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant, if any, as the case may be, to be transferred and the Warrant Agent shall decrease the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant so transferred.

Transfers to Any Other Person. The following provisions shall apply with respect to the registration of any proposed transfer of Warrants (other than transfers of the Regulation S Global Warrant) to any Person not specified in paragraphs (a) and (b) above (including any Institutional Accredited Investor which is not a QIB). (i) The Warrant Agent shall register any proposed transfer of Warrants to any such Person if (x) the transferor has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-1 hereto and, if required by paragraph (d) thereof, an Opinion of Counsel to the effect set forth therein and (y) the proposed transferee has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-2 hereto if such transferee is an Institutional Accredited Investor that is not a QIB. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, upon receipt by the Warrant Agent and the Company of the documents referred to in clause (i) above and instructions given in accordance with the Depositary's and the Warrant Agent's procedures, the Company shall execute and the Warrant Agent shall countersign Certificated Warrants in an amount equal to the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant, if any, as the case may be, to be transferred and the Warrant Agent shall decrease the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant so transferred.

Transfers to Any Other Person. The following provisions shall apply with respect to the registration of any proposed transfer of Warrants (other than transfers of the Regulation S Global Warrant) to any Person not specified in paragraphs (a) and (b) above (including any Institutional Accredited Investor which is not a QIB). (i) The Warrant Agent shall register any proposed transfer of Warrants to any such Person if (x) the transferor has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-1 hereto and, if required by paragraph (d) thereof, an Opinion of Counsel to the effect set forth therein and (y) the proposed transferee has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-2 hereto if such transferee is an Institutional Accredited Investor that is not a QIB. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, upon receipt by the Warrant Agent and the Company of the documents referred to in clause (i) above and instructions given in accordance with the Depositary's and the Warrant Agent's procedures, the Company shall execute and the Warrant Agent shall countersign Certificated Warrants in an amount equal to the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant, if any, as the case may be, to be transferred and the Warrant Agent shall decrease the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant so transferred.

Transfers to Any Other Person. The following provisions shall ----------------------------- apply with respect to the registration of any proposed transfer of Warrants to any Person not specified in paragraphs paragraph (a) and (b) above (including any Institutional Accredited Investor which is not a QIBNon-Global Purchaser). (i) The Warrant Agent shall register any proposed transfer of Warrants to any such Person if (x) the transferor has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-1 B-1 hereto and, if required by paragraph (d) thereof, an Opinion of Counsel to the effect set forth therein and (y) the proposed transferee has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-2 B-2 hereto if such transferee is an Institutional Accredited Investor that is not a QIBNon-Global Purchaser. (ii) (A) If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, upon receipt by the Warrant Agent and the Company of the documents referred to in clause required by paragraph (i) above and instructions given in accordance with the Depositary's and the Warrant Agent's procedures, the Company shall execute and the Warrant Agent shall countersign Certificated Warrants in an amount equal to the number amount of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant, if any, as the case may be, to be transferred transferred, and the Warrant Agent shall decrease the number amount of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant so transferredWarrant.

Transfers to Any Other Person. The following provisions shall apply with respect to the registration of any proposed transfer of Warrants to any Person not specified in paragraphs (a) and (b) above (including any Institutional Accredited Investor which is not a QIB).): (i) The Warrant Agent shall register any proposed transfer of Warrants to any such Person if (x) the transferor has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-1 hereto and, if required by paragraph (d) thereof, an Opinion opinion of Counsel counsel to the effect set forth therein and (y) the proposed transferee has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-2 hereto if and an opinion of counsel acceptable to the Company that such transferee transfer is an Institutional Accredited Investor that is not a QIBin compliance with the Securities Act. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, upon receipt by the Warrant Agent and the Company of the documents referred to in clause (i) above and instructions given in accordance with the Depositary's and the Warrant Agent's procedures, the Company shall execute and the Warrant Agent shall countersign Certificated Warrants in an amount equal to the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant, if any, as the case may be, to be transferred and the Warrant Agent shall decrease the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant so transferred.

Transfers to Any Other Person. The following provisions shall apply with respect to the registration of any proposed transfer of Warrants to any Person not specified in paragraphs (a) and (b) above (including any Institutional Accredited Investor which is not a QIB).): (i) The Warrant Agent Common Depositary shall register any proposed transfer of Warrants to any such Person if (x) the transferor has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-1 hereto and, if required by paragraph (d) thereof, an Opinion opinion of Counsel counsel to the effect set forth therein and (y) the proposed transferee has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-2 hereto if and an opinion of counsel acceptable to the Company that such transferee transfer is an Institutional Accredited Investor that is not a QIBin compliance with the Securities Act. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Warrant or the Regulation S Global DTC Warrant, upon receipt by the Warrant Agent and the Company of the documents referred to in clause (i) above and instructions given in accordance with the Depositary's and the Warrant AgentCommon Depositary's procedures, the Company shall execute and the Warrant Agent shall countersign Certificated Warrants in an amount equal to the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant, if any, as the case may be, DTC Warrant to be transferred and the Warrant Agent Common Depositary shall decrease the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global DTC Warrant so transferred.

Transfers to Any Other Person. The following provisions shall apply with respect to the registration of any proposed transfer of Warrants to any Person not specified in paragraphs (a) and (b) above (including any Institutional Accredited Investor which is not a QIB). (i) The Warrant Agent shall register any proposed the duly stamped transfer of Warrants any Certificated Warrant to any such Person Person, whether or not such Warrant Certificate bears the Private Placement Legend, if (x) the transferor has delivered to the Warrant Agent and Agent, the Company and, if applicable, the relevant Placement Agent a certificate substantially in the form of Exhibit C-1 hereto and, if required by paragraph (d) thereof, an Opinion of Counsel to the effect set forth therein and (y) the proposed transferee has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-2 hereto if such transferee is an Institutional Accredited Investor that is not a QIB. If the transferor is an Institutional Accredited Investor that is not a QIB, then such certificate shall also be delivered to the Placement Agent through which such transfer is being made. (iiA) If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant (after October 3, 1997), upon receipt by the Warrant Agent, the Company and the Placement Agents of (x) the documents required by paragraph (i) and (y) instructions given in accordance with the Depositary's and the Warrant Agent's procedures, the Warrant Agent shall reflect on its books and records the date and a decrease in the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, to be transferred, and (B) if the proposed transferee is an Agent Member and the Warrants to be transferred are represented by Certificated Warrants or an interest in the Restricted Global Warrant or the Regulation S Global Warrant, upon receipt by the Warrant Agent and the Company of the documents referred to in clause (i) above and instructions given in accordance with the Depositary's and the Warrant Agent's procedures, the Company Warrant Agent shall execute reflect on its books and records the date and an increase in the number of Warrants represented by the IAI Global Warrant in an amount equal to the number of Warrants represented by Certificated Warrants or the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, to be transferred and the Warrant Agent shall countersign cancel the Certificated Warrants in an amount equal to Warrant, if any, so transferred or decrease the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant, if any, as the case may be, to be transferred and the Warrant Agent shall decrease the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant so transferred.

Transfers to Any Other Person. The following provisions shall ----------------------------- apply with respect to the registration of any proposed transfer of Warrants to any Person not specified in paragraphs (a) and (b) above (including any Institutional Accredited Investor which is not a QIB). (i) The Warrant Agent shall register any proposed transfer of Warrants to any such Person if (x) the transferor has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-1 hereto and, if required by paragraph (d) thereof, an Opinion of Counsel to the effect set forth therein and (y) the proposed transferee has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-2 hereto if such transferee is an Institutional Accredited Investor that is not a QIB. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, upon receipt by the Warrant Agent and the Company of the documents referred to in clause (i) above and instructions given in accordance with the Depositary's and the Warrant Agent's procedures, the Company shall execute and the Warrant Agent shall countersign Certificated Warrants in an amount equal to the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant, if any, as the case may be, to be transferred and the Warrant Agent shall decrease the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant so transferred.

Transfers to Any Other Person. The following provisions shall apply with respect to the registration of any proposed transfer of Warrants to any Person not specified in paragraphs (a) and (b) above (including any Institutional Accredited Investor which is not a QIB). (i) The Warrant Agent shall register any proposed transfer of Warrants to any such Person if (x) the transferor has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-1 hereto and, if required by paragraph (d) thereof, an Opinion of Counsel to the effect set forth therein and (y) the proposed transferee has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-2 hereto if such transferee is an Institutional Accredited Investor that is not a QIB.. 39 34 (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, upon receipt by the Warrant Agent and the Company of the documents referred to in clause (i) above and instructions given in accordance with the Depositary's and the Warrant Agent's procedures, the Company shall execute and the Warrant Agent shall countersign Certificated Warrants in an amount equal to the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant, if any, as the case may be, to be transferred and the Warrant Agent shall decrease the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant so transferred.

Transfers to Any Other Person. The following provisions shall ----------------------------- apply with respect to the registration of any proposed transfer of Warrants to any Person not specified in paragraphs (a) and (b) above (including any Institutional Accredited Investor which is not a QIB). (i) The Warrant Agent shall register any proposed transfer of Warrants to any such Person if (x) the transferor has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-1 hereto and, if required by paragraph (d) thereof, an Opinion of Counsel to the effect set forth therein and (y) the proposed transferee has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit C-2 hereto if such transferee is an Institutional Accredited Investor that is not a QIB. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, upon receipt by the Warrant Agent and the Company of the documents referred to in clause (i) above and instructions given in accordance with the Depositary's and the Warrant Agent's procedures, the Company shall execute and the Warrant Agent shall countersign Certificated Warrants in an amount equal to the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant, if any, as the case may be, to be transferred and the Warrant Agent shall decrease the number of Warrants represented by the Restricted Global Warrant or the Regulation S Global Warrant so transferred.