Common use of Warrants Legend Clause in Contracts

Warrants Legend. Except as otherwise provided in this Section 3, each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE THEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION, AND NEITHER THIS WARRANT NOR SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, DISTRIBUTED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: (A) THERE IS AN EFFECTIVE REGISTRATION AND/OR QUALIFICATION UNDER SUCH ACT AND ALL SUCH APPLICABLE SECURITIES AND/OR BLUE SKY LAWS COVERING SUCH TRANSACTION, OR (B) THE COMPANY RECEIVES AN OPINION LETTER FROM LEGAL COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES (AS THE CASE MAY BE), REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH TRANSACTION IS EXEMPT FROM THE APPLICABLE REGISTRATION AND/OR QUALIFICATION REQUIREMENTS OF SUCH ACT AND APPLICABLE SECURITIES AND BLUE SKY LAWS."

Warrants Legend. Except as otherwise provided in this Section 3, each Warrant The Warrants shall be stamped or otherwise imprinted with a legend in substantially bear the following formlegend: "THIS WARRANT, WARRANT AND THE SECURITIES COMMON SHARES ISSUABLE UPON THE EXERCISE THEREOF, OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), OR THE SECURITIES OR BLUE SKY LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION, AND NEITHER FOREIGN SECURITIES LAWS. THIS WARRANT NOR SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, DISTRIBUTED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: (A) THERE IS AN EFFECTIVE REGISTRATION AND/OR QUALIFICATION UNDER SUCH ACT AND ALL SUCH APPLICABLE SECURITIES AND/OR BLUE SKY LAWS COVERING SUCH TRANSACTION, OR (B) THE COMPANY RECEIVES AN OPINION LETTER FROM LEGAL COUNSEL TO THE HOLDER COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE TRANSFERRED OR SUCH SECURITIES RESOLD IN THE UNITED STATES, OR TO A U.S. PERSON, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON (AS SUCH TERMS ARE DEFINED IN RULE 902 OF REGULATION S UNDER THE CASE 1933 ACT) AND THIS WARRANT MAY BE)NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON FOR A PERIOD OF ONE YEAR EXPIRING ON AUGUST 28, REASONABLY SATISFACTORY TO 2001, EXCEPT IN ACCORDANCE WITH THE COMPANY, TO PROVISIONS OF REGULATION S UNDER THE EFFECT THAT SUCH TRANSACTION IS EXEMPT FROM 1933 ACT OR UNLESS REGISTERED UNDER THE APPLICABLE REGISTRATION AND/OR QUALIFICATION REQUIREMENTS OF SUCH 1933 ACT AND APPLICABLE STATE SECURITIES AND BLUE SKY LAWSLAWS OR UNLESS THE HOLDER PROVIDES THE COMPANY WITH AN OPINION FROM COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE AT THE TIME OF SUCH TRANSFER. HEDGING TRANSACTIONS INVOLVING THIS WARRANT OR THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT."

Warrants Legend. Except as otherwise provided in this Section 3, each Warrant The Warrants shall be stamped or otherwise imprinted with a legend in substantially bear the following formlegend: "THIS WARRANT, “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES ISSUABLE UPON REPRESENTED BY THIS WARRANT NOR THE EXERCISE THEREOF, SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES OR BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION, AND NEITHER THIS WARRANT NOR SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, TRANSFERRED, DISTRIBUTED, ASSIGNED, PLEDGED, HYPOTHECATED HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED ASSIGNED (I) IN THE ABSENCE OF UNLESS: (A) THERE IS AN EFFECTIVE REGISTRATION AND/OR QUALIFICATION STATEMENT FOR THE SECURITIES UNDER SUCH THE SECURITIES ACT AND ALL SUCH APPLICABLE SECURITIES AND/OR BLUE SKY LAWS COVERING SUCH TRANSACTIONOF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.” THIS WARRANT IS ISSUED PURSUANT TO THAT CERTAIN SUBSCRIPTION AGREEMENT DATED AS OF APRIL 22, 2010, BY AND BETWEEN THE COMPANY RECEIVES AN OPINION LETTER FROM LEGAL COUNSEL TO AND SUBSCRIBERS INCLUDING (THE “INITIAL HOLDER”). ANY PURCHASER OR SUBSEQUENT HOLDER OF THIS WARRANT IS AWARE THAT THIS WARRANT MAY BE EXERCISED IN WHOLE BY THE INITIAL HOLDER OR SUCH SECURITIES (AS THE CASE MAY BE), REASONABLY SATISFACTORY ANY SUBSEQUENT HOLDER WITHOUT PRIOR SURRENDER TO THE COMPANYCOMPANY OF, TO THE EFFECT THAT SUCH TRANSACTION IS EXEMPT FROM THE APPLICABLE REGISTRATION AND/OR QUALIFICATION REQUIREMENTS NOTATION OF SUCH ACT AND APPLICABLE SECURITIES AND BLUE SKY LAWSEXERCISE ON, THIS WARRANT. ANY SUCH PURCHASER OR SUBSEQUENT HOLDER OF THIS WARRANT TAKES THIS WARANT SUBJECT TO ANY PRIOR EXERCISE. ANY SUCH PURCHASER OR HOLDER OF THIS WARANT OR ANY INTEREST HEREIN SHOULD CONFIRM WITH THE COMPANY PRIOR TO COMPLETING ANY PURCHASE OF THIS WARANT THE OUTSTANDING SHARES REMAINING EXERCISABLE UNDER THIS WARRANT."