Common use of Unregistered Security Clause in Contracts

Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant without the prior written consent of the Company, which shall not be unreasonably withheld or delayed, except that no consent shall be needed to transfer this Warrant to one or more "affiliates" of or persons "affiliated" with the Registered Holder who represents to the Company in writing that such affiliate is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, provided that if the Company has a reasonable basis to doubt the accuracy or truthfulness of this representation, it may by notice promptly (but not more than 10 days after the Company's receipt of the representation) given to the Registered Holder or the relevant affiliate require additional reasonable evidence as to the status of the affiliate or affiliated person as an accredited investor. For the purposes of this Warrant, an "affiliate" or person "affiliated" with a specific person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the person specified, and in the case of a limited liability company shall also include the members of the limited liability company. Each holder of this Warrant further agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, in a form reasonably satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Unregistered Security. Subject to compliance with applicable federal and state securities laws and the transfer restriction set forth in Section 7.2 of this Warrant, this Warrant and all rights hereunder are transferable in whole or in part upon surrender of this Warrant properly endorsed. Each holder of this Warrant acknowledges that this Warrant Warrant, and the shares of Common Stock purchasable upon exercise of this Warrant Stock (the "Warrant Shares") have not been registered under the Securities Act of 1933, as amended (the "Securities 1933 Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant without the prior written consent of the Company, which shall not be unreasonably withheld or delayed, except that no consent shall be needed to transfer this Warrant to one or more "affiliates" of or persons "affiliated" with the Registered Holder who represents to the Company in writing that such affiliate is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, provided that if the Company has a reasonable basis to doubt the accuracy or truthfulness of this representation, it may by notice promptly (but not more than 10 days after the Company's receipt of the representation) given to the Registered Holder or the relevant affiliate require additional reasonable evidence as to the status of the affiliate or affiliated person as an accredited investor. For the purposes of this Warrant, an "affiliate" or person "affiliated" with a specific person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the person specified, and in the case of a limited liability company shall also include the members of the limited liability company. Each holder of this Warrant further agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock Shares issued upon its exercise in until one of the absence of following events shall have occurred: (ia) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) Company shall have received an opinion of counsel, in form and substance reasonably acceptable to the Company and its counsel, or other evidence reasonably acceptable to the Company, stating that the contemplated transfer is exempt from registration under the 1933 Act as then in effect, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder. Within five Business Days after delivery to the Company and its counsel of such opinion or evidence, the Company either shall deliver to the proposed transferor a statement to the effect that such opinion or evidence is not satisfactory in the reasonable opinion of its counsel (and shall specify in detail the legal analysis supporting any such conclusion) or shall authorize the Company's transfer agent to make the requested transfer; or (b) the Company shall have been furnished with a letter from the Commission in response to a written request in form and substance acceptable to counsel for the Company setting forth all of the facts and circumstances surrounding the contemplated transfer, stating that the Commission will take no action with regard to the contemplated transfer; or (c) the Warrant and any Warrant Shares, as applicable, are transferred pursuant to a registration statement which has been filed with the Commission and has become effective; or (d) the Warrant and any Warrant Shares, as applicable, are transferred pursuant to and in accordance with Rule 144 or Rule 144A promulgated by the Commission under the 1933 Act accompanied, upon reasonable request, by an opinion of counsel reasonably satisfactory to the Company, Company that such registration and qualification are not required. transfer complies with Rule 144 or 144A. Each certificate or other instrument for Warrant Stock Shares issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

Unregistered Security. Subject to compliance with applicable federal and state securities laws and the transfer restriction set forth in Section 7.2 of this Warrant, this Warrant and all rights hereunder are transferable in whole or in part upon surrender of this Warrant properly endorsed. Each holder of this Warrant acknowledges that this Warrant Warrant, and the shares of Common Stock purchasable upon exercise of this Warrant Stock (the "Warrant Shares") have not been registered under the Securities Act of 1933, as amended (the "Securities 1933 Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant without the prior written consent of the Company, which shall not be unreasonably withheld or delayed, except that no consent shall be needed to transfer this Warrant to one or more "affiliates" of or persons "affiliated" with the Registered Holder who represents to the Company in writing that such affiliate is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, provided that if the Company has a reasonable basis to doubt the accuracy or truthfulness of this representation, it may by notice promptly (but not more than 10 days after the Company's receipt of the representation) given to the Registered Holder or the relevant affiliate require additional reasonable evidence as to the status of the affiliate or affiliated person as an accredited investor. For the purposes of this Warrant, an "affiliate" or person "affiliated" with a specific person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the person specified, and in the case of a limited liability company shall also include the members of the limited liability company. Each holder of this Warrant further agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock Shares issued upon its exercise in until one of the absence of following events shall have occurred: (iA) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) Company shall have received an opinion of counsel, in form and substance reasonably acceptable to the Company and its counsel, or other evidence reasonably acceptable to the Company, stating that the contemplated transfer is exempt from registration under the 1933 Act as then in effect, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder. Within five Business Days after delivery to the Company and its counsel of such opinion or evidence, the Company either shall deliver to the proposed transferor a statement to the effect that such opinion or evidence is not satisfactory in the reasonable opinion of its counsel (and shall specify in detail the legal analysis supporting any such conclusion) or shall authorize the Company's transfer agent to make the requested transfer; or (B) the Company shall have been furnished with a letter from the Commission in response to a written request in form and substance acceptable to counsel for the Company setting forth all of the facts and circumstances surrounding the contemplated transfer, stating that the Commission will take no action with regard to the contemplated transfer; or (C) the Warrant and any Warrant Shares, as applicable, are transferred pursuant to a registration statement which has been filed with the Commission and has become effective; or (D) the Warrant and any Warrant Shares, as applicable, are transferred pursuant to and in accordance with Rule 144 or Rule 144A promulgated by the Commission under the 1933 Act accompanied, upon reasonable request, by an opinion of counsel reasonably satisfactory to the Company, Company that such registration and qualification are not required. transfer complies with Rule 144 or 144A. Each certificate or other instrument for Warrant Stock Shares issued upon the exercise exercise. of this Warrant shall bear a legend substantially to the foregoing effect.

Unregistered Security. Each holder of this Warrant acknowledges that this Warrant, the Warrant Stock and the Common Stock issuable upon conversion of the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise that in no event will it dispose of this Warrant without the prior written consent of the Company, which shall not be unreasonably withheld all or delayed, except that no consent shall be needed to transfer this Warrant to one or more "affiliates" of or persons "affiliated" with the Registered Holder who represents to the Company in writing that such affiliate is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, provided that if the Company has a reasonable basis to doubt the accuracy or truthfulness of this representation, it may by notice promptly (but not more than 10 days after the Company's receipt of the representation) given to the Registered Holder or the relevant affiliate require additional reasonable evidence as to the status of the affiliate or affiliated person as an accredited investor. For the purposes any portion of this Warrant, the Warrant Stock or the Common Stock issuable upon conversion of the Warrant Stock unless and until (a) it has complied with the provisions of Section 3(b) below, and (b) if reasonably requested by the Company, the Registered Holder shall have furnished the Company with an "affiliate" or person "affiliated" opinion of counsel reasonably satisfactory in form and substance to the Company and the Company’s counsel to the effect that (x) such disposition will not require registration under the Securities Act and (y) appropriate action necessary for compliance with a specific personthe Securities Act and any applicable state, is a person that directlylocal, or indirectly through foreign law has been taken. Without limiting the foregoing, the Registered Holder, by accepting this Warrant, agrees that it may transfer this Warrant (or any portion hereof) only to one of its Affiliates (as defined in the Purchase Agreement) or more intermediariesto any other person or entity that is acceptable to the Company, controls or is controlled byprovided that, or is under common control with the person specified, and in the case of a limited liability company shall also include any transfer, the members of applicable transferee must agree in writing to be subject to the limited liability company. Each holder terms of this Warrant further agrees Warrant, the Investor Rights Agreement, the First Refusal and Co-Sale Agreement and the Voting Agreement (as such terms are defined below); provided, however, that, except with respect to transfers to its Affiliates, the Registered Holder hereby covenants not to sell, pledge, distribute, offer for sale, effect such transfer or otherwise dispose of if such transfer either would invalidate the securities laws exemptions pursuant to which this Warrant was originally offered and sold or any Warrant Stock issued upon its exercise in the absence of (i) an effective would itself require registration statement and/or qualification under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, in a form reasonably satisfactory to the Company, that such registration and qualification are not requiredlaws. Each certificate or other instrument for Warrant Stock issued upon the exercise of evidencing this Warrant transferred as provided above shall bear a an appropriate restrictive legend substantially to the foregoing effect.

Unregistered Security. Each holder of this Warrant In addition to the foregoing, the Holder acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant without the prior written consent of the Company, which shall not be unreasonably withheld or delayed, except that no consent shall be needed to transfer this Warrant to one or more "affiliates" of or persons "affiliated" with the Registered Holder who represents to the Company in writing that such affiliate is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, provided that if the Company has a reasonable basis to doubt the accuracy or truthfulness of this representation, it may by notice promptly (but not more than 10 days after the Company's receipt of the representation) given to the Registered Holder or the relevant affiliate require additional reasonable evidence as to the status of the affiliate or affiliated person as an accredited investor. For the purposes of this Warrant, an "affiliate" or person "affiliated" with a specific person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the person specified, and in the case of a limited liability company shall also include the members of the limited liability company. Each holder of this Warrant further agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock Shares issued upon its exercise in the absence of (i) an effective except if a registration statement is in effect thereto or if such sale, transfer or other disposition is exempt from registration under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, in a form reasonably satisfactory to the Company, that such registration and qualification are not requiredlaws. Each certificate or other instrument for Warrant Stock Shares issued upon the exercise of this Warrant (unless registered under the Act and any applicable state securities laws) shall bear be stamped or imprinted with a legend in substantially to the foregoing effectfollowing form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THEIR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. Said legend shall be removed by the Company, upon the request of the Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.