Common use of Subject to Applicable Securities Laws Clause in Contracts

Subject to Applicable Securities Laws. No Warrant shall be sold or transferred unless either such Warrant first shall have been registered under the Securities Act or any applicable U.S. state or foreign securities law, or (i) upon reasonable request by the Company, the Company first shall have been furnished with a certificate executed by an authorized officer of the transferee in form and substance reasonably acceptable to the Company, or (ii) upon reasonable request by the Warrant Agent, the Warrant Agent first shall have been furnished with an opinion of legal counsel, in form and substance reasonably acceptable to the Warrant Agent, in each case such certificate or opinion to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and applicable U.S. state or foreign securities law and bears a restrictive legend, if applicable. Any transfer of a Warrant and the rights represented by the corresponding Warrant Certificate shall be effected by the surrender of such Warrant Certificate, along with the form of assignment attached as Exhibit C hereto, properly completed and executed by the Holder thereof, at the office of the Warrant Agent, together with an appropriate investment letter, if deemed reasonably necessary by counsel to the Company, to assure compliance with applicable securities laws. Thereupon, the Warrant Agent shall issue in the name or names specified by the Holder thereof and, in the event of a partial transfer, in the name of the Holder thereof, a new Warrant Certificate or Warrant Certificates evidencing the right to purchase such number of shares of Common Stock as shall be equal to the then applicable Number Issuable.

Subject to Applicable Securities Laws. No Warrant number of Private Unit Warrants shall be sold or transferred unless either such Warrant Private Unit Warrants first shall have been registered under the Securities Act or any applicable U.S. state or foreign securities law, or (i) upon reasonable request by the Company, the Company first shall have been furnished with a certificate executed by an authorized officer of the transferee in form and substance reasonably acceptable to the Company, or (ii) upon reasonable request by the Warrant Agent, as the Warrant Agent case may be, first shall have been furnished with an opinion Opinion of legal counselCounsel, in form and substance reasonably acceptable satisfactory to the Warrant AgentCompany, in each as the case such certificate or opinion may be, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and applicable U.S. state or foreign securities law and bears indicating whether the new Warrant Certificates must bear a restrictive legend, if applicablelegend or other legends contemplated by applicable laws. Any transfer of a Warrant any number of Private Unit Warrants and the rights represented by the corresponding Warrant Certificate shall be effected by the surrender of such Warrant Certificate, along with the form of assignment attached as Exhibit C heretoto the Warrant Certificate, properly completed and executed by the Holder thereof, at the office of the Warrant Agent, together with an appropriate investment letter, if deemed reasonably necessary by counsel to the Company, to assure compliance with applicable securities laws. Thereupon, the Warrant Agent shall issue in the name or names specified by the Holder thereof and, in the event of a partial transfer, in the name of the Holder thereof, a new Warrant Certificate or Warrant Certificates evidencing the right to purchase such applicable number of shares of Common Stock as shall be equal to the then applicable Number IssuableShares.

Subject to Applicable Securities Laws. No Warrant number of Term Warrants shall be sold or transferred unless either such Warrant Term Warrants first shall have been registered under the Securities Act or any applicable U.S. state or foreign securities law, or (i) upon reasonable request by the Company, the Company first shall have been furnished with a certificate executed by an authorized officer of the transferee in form and substance reasonably acceptable to the Company, or (ii) upon reasonable request by the Warrant Agent, as the Warrant Agent case may be, first shall have been furnished with an opinion Opinion of legal counselCounsel, in form and substance reasonably acceptable satisfactory to the Warrant AgentCompany, in each as the case such certificate or opinion may be, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and applicable U.S. state or foreign securities law and bears indicating whether the new Warrant Certificates must bear a restrictive legend, if applicablelegend or other legends contemplated by applicable laws. Any transfer of a Warrant any number of Term Warrants and the rights represented by the corresponding Warrant Certificate shall be effected by the surrender of such Warrant Certificate, along with the form of assignment attached as Exhibit C heretoto the Warrant Certificate, properly completed and executed by the Holder thereof, at the office of the Warrant Agent, together with an appropriate investment letter, if deemed reasonably necessary by counsel to the Company, to assure compliance with applicable securities laws. Thereupon, the Warrant Agent shall issue in the name or names specified by the Holder thereof and, in the event of a partial transfer, in the name of the Holder thereof, a new Warrant Certificate or Warrant Certificates evidencing the right to purchase such applicable number of shares of Common Stock as shall be equal to the then applicable Number IssuableShares.

Subject to Applicable Securities Laws. No Warrant shall be sold or transferred unless either such Warrant first shall have been registered under the Securities Act or any applicable U.S. state or foreign securities law, or (i) upon reasonable request by the Company, the Company first shall have been furnished with a certificate executed by an authorized officer of the transferee in form and substance reasonably acceptable to the Company, or (ii) upon reasonable request by the Warrant Agent, as the Warrant Agent case may be, first shall have been furnished with an opinion of legal counsel, in form and substance reasonably acceptable satisfactory to the Warrant AgentCompany, in each as the case such certificate or opinion may be, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and applicable U.S. state or foreign securities law and bears indicating whether the new Warrant Certificates must bear a restrictive legend, if applicable. Any transfer of a Warrant and the rights represented by the corresponding Warrant Certificate shall be effected by the surrender of such Warrant Certificate, along with the form of assignment attached as Exhibit C D hereto, properly completed and executed by the Holder thereof, at the office of the Warrant Agent, together with an appropriate investment letter, if deemed reasonably necessary by counsel to the Company, to assure compliance with applicable securities laws. Thereupon, the Warrant Agent shall issue in the name or names specified by the Holder thereof and, in the event of a partial transfer, in the name of the Holder thereof, a new Warrant Certificate or Warrant Certificates evidencing the right to purchase such number of shares of Class B Common Stock as shall be equal to the then applicable Number Issuable.

Subject to Applicable Securities Laws. No Warrant shall be sold or transferred Transferred unless either (i) such Warrant first shall have been registered under the Securities Act or any applicable U.S. state or foreign securities law, or (i) upon reasonable request by the Company, the Company first shall have been furnished with a certificate executed by an authorized officer of the transferee in form and substance reasonably acceptable to the Company, or (ii) upon reasonable request by the Warrant AgentAgent or the Company, the Warrant Agent and/or the Company first shall have been furnished with an opinion of legal counsel, in form and substance reasonably acceptable to the Warrant AgentCompany, in each case such certificate or opinion to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and applicable U.S. state or foreign securities law and bears a restrictive legend, if applicablelaw. Any transfer of a Warrant and the rights represented by the corresponding Warrant Certificate shall be effected by the surrender of such Warrant Certificate, along with the form of assignment attached as Exhibit C hereto, properly completed and executed by the Holder thereof, at the office of the Warrant Agent, together with an appropriate investment letter, if deemed reasonably necessary by counsel to the Company, to assure compliance with applicable securities laws. Thereupon, the Warrant Agent shall issue in the name or names specified by the Holder thereof and, in the event of a partial transfer, in the name of the Holder thereof, a new Warrant Certificate or Warrant Certificates evidencing the right to purchase such number of shares of Common Stock as shall be equal to the then applicable Number Issuable.

Subject to Applicable Securities Laws. No Warrant number of Initial Warrants shall be sold or transferred unless either such Warrant Initial Warrants first shall have been registered under the Securities Act or any applicable U.S. state or foreign securities law, or (i) upon reasonable request by the Company, the Company first shall have been furnished with a certificate executed by an authorized officer of the transferee in form and substance reasonably acceptable to the Company, or (ii) upon reasonable request by the Warrant Agent, as the Warrant Agent case may be, first shall have been furnished with an opinion Opinion of legal counselCounsel, in form and substance reasonably acceptable satisfactory to the Warrant AgentCompany, in each as the case such certificate or opinion may be, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and applicable U.S. state or foreign securities law and bears indicating whether the new Warrant Certificates must bear a restrictive legend, if applicablelegend or other legends contemplated by applicable laws. Any transfer of a Warrant any number of Initial Warrants and the rights represented by the corresponding Warrant Certificate shall be effected by the surrender of such Warrant Certificate, along with the form of assignment attached as Exhibit C heretoto the Warrant Certificate, properly completed and executed by the Holder thereof, at the office of the Warrant Agent, together with an appropriate investment letter, if deemed reasonably necessary by counsel to the Company, to assure compliance with applicable securities laws. Thereupon, the Warrant Agent shall issue in the name or names specified by the Holder thereof and, in the event of a partial transfer, in the name of the Holder thereof, a new Warrant Certificate or Warrant Certificates evidencing the right to purchase such applicable number of shares of Common Stock as shall be equal to the then applicable Number IssuableShares.

Subject to Applicable Securities Laws. No amount of the Initial Warrant shall be sold or transferred unless either such Initial Warrant first shall have been registered under the Securities Act or any applicable U.S. state or foreign securities law, or (i) upon reasonable request by the Company, the Company first shall have been furnished with a certificate executed by an authorized officer of the transferee in form and substance reasonably acceptable to the Company, or (ii) upon reasonable request by the Warrant Agent, as the Warrant Agent case may be, first shall have been furnished with an opinion Opinion of legal counselCounsel, in form and substance reasonably acceptable satisfactory to the Warrant AgentCompany, in each as the case such certificate or opinion may be, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and applicable U.S. state or foreign securities law and bears indicating whether the new Warrant Certificates must bear a restrictive legend, if applicablelegend or other legends contemplated by applicable laws. Any transfer of a any amount of the Initial Warrant and the rights represented by the corresponding Warrant Certificate shall be effected by the surrender of such Warrant Certificate, along with the form of assignment attached as Exhibit C heretoto the Warrant Certificate, properly completed and executed by the Holder thereof, at the office of the Warrant Agent, together with an appropriate investment letter, if deemed reasonably necessary by counsel to the Company, to assure compliance with applicable securities laws. Thereupon, the Warrant Agent shall issue in the name or names specified by the Holder thereof and, in the event of a partial transfer, in the name of the Holder thereof, a new Warrant Certificate or Warrant Certificates evidencing the right to purchase such applicable number of shares of Common Stock as shall be equal to the then applicable Number IssuableShares.