Common use of Compliance with Federal and State Securities Laws Clause in Contracts

Compliance with Federal and State Securities Laws. Holder hereby acknowledges that neither this Warrant nor any of the securities that may be acquired upon exercise of this Warrant have been registered under the Securities Act of 1933, as amended, or under the securities laws of any state. The Holder acknowledges that, upon exercise of this Warrant, the securities to be issued upon such exercise may come under applicable federal and state securities (or other) laws requiring registration, qualification or approval of governmental authorities before such securities may be validly issued or delivered upon notice of such exercise. The Company's sole obligation to any Holder upon exercise hereof shall be to use its best efforts to obtain exemptions from registration or qualification for the issuance of such securities under applicable state and federal securities laws, and the Holder further agrees that the issuance of such securities shall be deferred until such exemptions shall have been obtained; and it is further agreed that the Company shall have no other obligation or liability to the Holder for non-issuance of such securities except to return the Warrant surrendered and to refund to the Holder any consideration tendered in respect of the Exercise Price. With respect to any such securities, this Warrant may not be exercised by, and securities shall not be issued to, any Holder in any state in which such exercise would be unlawful. The Holder agrees that the Company may place such legend or legends on certificates representing securities issued upon exercise of this Warrant as the Company may reasonably deem necessary to comply with applicable state and federal securities laws for the issuance of such securities. The provisions of this Section 3 shall apply to the transfer of this Warrant and the shares of Common Stock purchasable upon exercise of this Warrant, subject to adjustments from time to time pursuant to the provisions contained in this Warrant (such securities, together with any shares of stock or warrants or rights issued as, or resulting from the issuance of, a dividend or other distribution upon such securities or any other shares of stock or warrants or rights substituted therefor being herein in the aggregate called "RESTRICTED SECURITIES"). Each such transfer of a Restricted Security is herein called a "RESTRICTED ACTION." The holder of any Restricted Security, by its acceptance thereof, agrees that it will not take any Restricted Action for so long as the restrictions imposed by this Section 3 are in effect. The restrictions imposed by this Section 3 upon the transferability of Restricted Securities (i) shall cease and terminate as to any particular Restricted Securities when such securities shall have been effectively registered under the Securities Act and all applicable state securities laws and disposed of in accordance with the registration statement covering such Restricted Securities, and (ii) shall cease and terminate as to any particular Restricted Securities or with respect to any particular Restricted Action when, in the opinion of counsel for the Holder thereof, which counsel shall be Messrs. Xxxxxxx, Procter & Xxxx, or such other counsel as shall be reasonably satisfactory to the Company, such opinion to be concurred in by counsel to the Company (such concurrence not to be unreasonably withheld), such restrictions are no longer required with respect to such Restricted Securities or such Restricted Action, as the case may be, in order to insure compliance with the Securities Act or under any applicable state securities laws. Whenever such restrictions shall terminate as to any Restricted Securities, the same shall no longer be deemed to be Restricted Securities and the holder thereof shall be entitled to receive from the Company, without expense (other than transfer taxes, if any), new securities of like tenor not bearing the applicable legend set forth on such securities.

Compliance with Federal and State Securities Laws. Holder hereby acknowledges The Exchanging Stockholder understands that neither this Warrant nor any the shares of the securities that may be acquired upon exercise common stock of this Warrant Remedent have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any stateAct. The Holder acknowledges that, upon exercise of this Warrant, the securities to be issued upon such exercise may come under applicable federal and state securities (or other) laws requiring registration, qualification or approval of governmental authorities before such securities may be validly issued or delivered upon notice of such exercise. The Company's sole obligation to any Holder upon exercise hereof shall be to use its best efforts to obtain exemptions from registration or qualification for the issuance of such securities under applicable state and federal securities laws, and the Holder further agrees Exchanging Stockholder understands that the issuance of such securities shall be deferred until such exemptions shall have been obtained; and it is further agreed that the Company shall have no other obligation or liability to the Holder for non-issuance of such securities except to return the Warrant surrendered and to refund to the Holder any consideration tendered in respect of the Exercise Price. With respect to any such securities, this Warrant may not be exercised by, and securities shall not be issued to, any Holder in any state in which such exercise would be unlawful. The Holder agrees that the Company may place such legend or legends on certificates representing securities issued upon exercise of this Warrant as the Company may reasonably deem necessary to comply with applicable state and federal securities laws for the issuance of such securities. The provisions of this Section 3 shall apply to the transfer of this Warrant and the shares of Common Stock purchasable upon exercise common stock of this Warrant, subject to adjustments from time to time pursuant to Remedent must be held indefinitely unless the provisions contained in this Warrant (such securities, together with any shares of stock or warrants or rights issued as, or resulting from the issuance of, a dividend sale or other distribution upon such securities or any other shares of stock or warrants or rights substituted therefor being herein in the aggregate called "RESTRICTED SECURITIES"). Each such transfer of a Restricted Security thereof is herein called a "RESTRICTED ACTION." The holder of any Restricted Security, by its acceptance thereof, agrees that it will not take any Restricted Action for so long as the restrictions imposed by this Section 3 are in effect. The restrictions imposed by this Section 3 upon the transferability of Restricted Securities (i) shall cease and terminate as to any particular Restricted Securities when such securities shall have been effectively subsequently registered under the Securities Act and all applicable state securities laws and disposed of in accordance with the or an exemption from such registration statement covering such Restricted Securitiesis available, and (ii) shall cease and terminate as to any particular Restricted Securities or with respect to any particular Restricted Action when, in the opinion of counsel for the Holder thereof, which counsel shall be Messrs. Xxxxxxx, Procter & Xxxx, or such other counsel as shall be reasonably satisfactory to the Company, such opinion to be concurred in by counsel to the Company (such concurrence is required to refuse any transfer of the Exchanging Stock that is not to be unreasonably withheld), such restrictions are no longer required with respect to such Restricted Securities or such Restricted Action, as the case may be, in order to insure compliance with the foregoing. Moreover, each Exchanging Stockholder understands that its right to transfer the shares of common stock of Remedent will be subject to certain restrictions, which include restrictions against transfer under the Securities Act or under any and applicable state securities laws. Whenever such restrictions shall terminate as to any Restricted SecuritiesIn addition, each Exchanging Stockholder represents that it will only sell the same shall no longer be deemed to be Restricted Exchanging Stock in compliance with the Securities and Act, including the holder thereof shall be entitled to receive from provisions of Regulation S of the Company, without expense Securities Act (other than transfer taxes, if any"Regulation S"), new securities pursuant to registration under the Securities Act or pursuant to an available exemption from such registration. In addition to such restrictions, each Exchanging Stockholder realizes that it may not be able to sell or dispose of like tenor not bearing the applicable shares of common stock of Remedent as there may be no public or other market for them. Each Exchanging Stockholder understands that certificates evidencing the Exchanging Stock shall bear a legend set forth on such securitiessubstantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED TO ANY U.S. PERSON OR IN THE U.S. UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Compliance with Federal and State Securities Laws. Holder hereby acknowledges The Exchanging Shareholder understands that neither this Warrant nor any of the securities that may be acquired upon exercise of this Warrant Wentworth Energy Shares have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any stateAct. The Holder acknowledges that, upon exercise of this Warrant, the securities to be issued upon such exercise may come under applicable federal and state securities (or other) laws requiring registration, qualification or approval of governmental authorities before such securities may be validly issued or delivered upon notice of such exercise. The Company's sole obligation to any Holder upon exercise hereof shall be to use its best efforts to obtain exemptions from registration or qualification for the issuance of such securities under applicable state and federal securities laws, and the Holder further agrees Exchanging Shareholder understands that the issuance of such securities shall Wentworth Energy Shares must be deferred until such exemptions shall have been obtained; and it is further agreed that held indefinitely unless the Company shall have no other obligation or liability to the Holder for non-issuance of such securities except to return the Warrant surrendered and to refund to the Holder any consideration tendered in respect of the Exercise Price. With respect to any such securities, this Warrant may not be exercised by, and securities shall not be issued to, any Holder in any state in which such exercise would be unlawful. The Holder agrees that the Company may place such legend or legends on certificates representing securities issued upon exercise of this Warrant as the Company may reasonably deem necessary to comply with applicable state and federal securities laws for the issuance of such securities. The provisions of this Section 3 shall apply to the transfer of this Warrant and the shares of Common Stock purchasable upon exercise of this Warrant, subject to adjustments from time to time pursuant to the provisions contained in this Warrant (such securities, together with any shares of stock or warrants or rights issued as, or resulting from the issuance of, a dividend sale or other distribution upon such securities or any other shares of stock or warrants or rights substituted therefor being herein in the aggregate called "RESTRICTED SECURITIES"). Each such transfer of a Restricted Security thereof is herein called a "RESTRICTED ACTION." The holder of any Restricted Security, by its acceptance thereof, agrees that it will not take any Restricted Action for so long as the restrictions imposed by this Section 3 are in effect. The restrictions imposed by this Section 3 upon the transferability of Restricted Securities (i) shall cease and terminate as to any particular Restricted Securities when such securities shall have been effectively subsequently registered under the Securities Act and all applicable state securities laws and disposed of in accordance with or an exemption from such registration is available. Moreover, the registration statement covering such Restricted Securities, and (ii) shall cease and terminate as Exchanging Shareholder understands that its right to any particular Restricted Securities or with respect transfer the Wentworth Energy Shares will be subject to any particular Restricted Action when, in the opinion of counsel for the Holder thereofcertain restrictions, which counsel shall be Messrs. Xxxxxxx, Procter & Xxxx, or such other counsel as shall be reasonably satisfactory to the Company, such opinion to be concurred in by counsel to the Company (such concurrence not to be unreasonably withheld), such include restrictions are no longer required with respect to such Restricted Securities or such Restricted Action, as the case may be, in order to insure compliance with against transfer under the Securities Act or under any and applicable state securities laws. Whenever In addition to such restrictions shall terminate as to any Restricted Securitiesrestrictions, the same Exchanging Shareholder realizes that it may not be able to sell or dispose of the Wentworth Energy Shares as there may be no public or other market for them. The Exchanging Shareholder understands that certificates evidencing the Shares shall no longer be deemed to be Restricted Securities and the holder thereof shall be entitled to receive from the Companybear legends substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, without expense AS AMENDED (other than transfer taxes, if anyTHE "SECURITIES ACT"), new securities of like tenor not bearing the applicable legend set forth on such securitiesOR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY WITHIN CANADA BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE LATER OF (i) THE DISTRIBUTION DATE, AND (ii) THE DATE THAT THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.

Compliance with Federal and State Securities Laws. Holder hereby acknowledges that neither this Warrant nor any of the securities that may be acquired upon exercise of this Warrant have been registered under the Securities Act of 1933, as amended, or under the securities laws of any state. The Holder acknowledges that, upon exercise of this Warrant, the securities to be issued upon such exercise may come under applicable federal and state securities (or other) laws requiring registration, qualification or approval of governmental authorities before such securities may be validly issued or delivered upon notice of such exercise. The Company's sole obligation to any Holder upon exercise hereof shall be to use its best efforts to obtain exemptions from registration or qualification for the issuance of such securities under applicable state and federal securities laws, and the Holder further agrees that the issuance of such securities shall be deferred until such exemptions shall have been obtained; and it is further agreed that the Company shall have no other obligation or liability to the Holder for non-issuance of such securities except to return the Warrant surrendered and to refund to the Holder any consideration tendered in respect of the Exercise Price. With respect to any such securities, this Warrant may not be exercised by, and securities shall not be issued to, any Holder in any state in which such exercise would be unlawful. The Holder agrees that the Company may place such legend or legends on certificates representing securities issued upon exercise of this Warrant as the Company may reasonably deem necessary to comply with applicable state and federal securities laws for the issuance of such securities. The provisions of this Section 3 shall apply to the transfer of this Warrant and the shares of Common Stock purchasable upon exercise of this Warrant, subject to adjustments from time to time pursuant to the provisions contained in this Warrant (such securities, together with any shares of stock or warrants or rights issued as, or resulting from the issuance of, a dividend or other distribution upon such securities or any other shares of stock or warrants or rights substituted therefor being herein in the aggregate called "RESTRICTED SECURITIESRestricted Securities"). Each such transfer of a Restricted Security is herein called a "RESTRICTED ACTIONRestricted Action." The holder of any Restricted Security, by its acceptance thereof, agrees that it will not take any Restricted Action for so long as the restrictions imposed by this Section 3 are in effect. The restrictions imposed by this Section 3 upon the transferability of Restricted Securities (i) shall cease and terminate as to any particular Restricted Securities when such securities shall have been effectively registered under the Securities Act and all applicable state securities laws and disposed of in accordance with the registration statement covering such Restricted Securities, and (ii) shall cease and terminate as to any particular Restricted Securities or with respect to any particular Restricted Action when, in the opinion of counsel for the Holder thereof, which counsel shall be Messrs. Xxxxxxx, Procter & Xxxx, or such other counsel thereof as shall be reasonably satisfactory to the Company, such opinion to be concurred in by counsel to the Company (such concurrence not to be unreasonably withheld), such restrictions are no longer required with respect to such Restricted Securities or such Restricted Action, as the case may be, in order to insure compliance with the Securities Act or under any applicable state securities laws. Whenever such restrictions shall terminate as to any Restricted Securities, the same shall no longer be deemed to be Restricted Securities and the holder thereof shall be entitled to receive from the Company, without expense (other than transfer taxes, if any), new securities of like tenor not bearing the applicable legend set forth on such securities.

Compliance with Federal and State Securities Laws. Holder hereby acknowledges The Purchaser understands that neither this Warrant nor any the DUSA Shares have not been registered under the Securities Act. The Purchaser understands that the DUSA Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, the Purchaser understands that its right to transfer the DUSA Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the Purchaser realizes that it may not be able to sell or dispose of the securities that DUSA Shares as there may be acquired upon exercise no public or other market for them. The Purchaser understands that certificates evidencing the DUSA Shares shall bear a legend substantially as follows: The shares of Common Stock represented by this Warrant certificate have not been registered under the Securities Act of 1933, as amended, 1933 or under the securities laws of any state. The Holder acknowledges that, upon exercise of this Warrant, the securities to be issued upon such exercise may come under applicable federal and state securities (or other) laws requiring registration, qualification or approval of governmental authorities before such securities may be validly issued or delivered upon notice of such exerciselaw. The Company's sole obligation to any Holder upon exercise hereof shall be to use its best efforts to obtain exemptions from registration or qualification for the issuance of such securities under applicable state and federal securities laws, and the Holder further agrees that the issuance of such securities shall be deferred until such exemptions shall have been obtained; and it is further agreed that the Company shall have no other obligation or liability to the Holder for non-issuance of such securities except to return the Warrant surrendered and to refund to the Holder any consideration tendered in respect of the Exercise Price. With respect to any such securities, this Warrant They may not be exercised byoffered for sale, and securities shall not be issued tosold, any Holder in any state in which such exercise would be unlawful. The Holder agrees that the Company may place such legend transferred or legends on certificates representing securities issued upon exercise of this Warrant as the Company may reasonably deem necessary to comply with applicable state and federal securities laws for the issuance of such securities. The provisions of this Section 3 shall apply to the transfer of this Warrant and the shares of Common Stock purchasable upon exercise of this Warrant, subject to adjustments from time to time pursuant to the provisions contained in this Warrant (such securities, together with any shares of stock or warrants or rights issued as, or resulting from the issuance of, a dividend or other distribution upon such securities or any other shares of stock or warrants or rights substituted therefor being herein in the aggregate called "RESTRICTED SECURITIES"). Each such transfer of a Restricted Security is herein called a "RESTRICTED ACTION." The holder of any Restricted Security, by its acceptance thereof, agrees that it will not take any Restricted Action for so long as the restrictions imposed by this Section 3 are in effect. The restrictions imposed by this Section 3 upon the transferability of Restricted Securities (i) shall cease and terminate as to any particular Restricted Securities when such securities shall have been effectively pledged unless registered under the Securities Act of 1933 and all applicable state securities laws and disposed of in accordance with the registration statement covering such Restricted Securities, and (ii) shall cease and terminate as to any particular Restricted Securities or with respect to any particular Restricted Action when, in the opinion of counsel for the Holder thereof, which counsel shall be Messrs. Xxxxxxx, Procter & Xxxx, or such other counsel as shall be reasonably satisfactory to the Company, such opinion to be concurred in by counsel to the Company (such concurrence not to be unreasonably withheld), such restrictions are no longer required with respect to such Restricted Securities or such Restricted Action, as the case may be, in order to insure compliance with the Securities Act or under any applicable state securities lawslaw or pursuant to an exemption from such registration requirements. Whenever After a period of one year from the Stock Closing, upon request of the Purchaser (or its designee) of any of the DUSA Shares, DUSA will promptly arrange for such restrictions shall terminate as to any Restricted Securities, the same shall no longer be deemed legend to be Restricted Securities and the holder thereof shall be entitled to receive removed from the Companycertificate or certificates evidencing such DUSA Shares or for new certificates therefor to be issued to such holder free of such legend, if, with such request, DUSA shall have received an opinion of the holder's counsel, which opinion is reasonably satisfactory to DUSA, to the effect that any transfer of the DUSA Shares by such holder may be effected without expense (other than transfer taxes, if any), new securities of like tenor not bearing registration under the applicable legend set forth on such securitiesSecurities Act.