Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser acknowledges that the Shares and Warrants have not been, and that the Warrant Shares will not be, registered under the Securities Act or any state securities law and may not be offered, sold, pledged or otherwise transferred (i) in the absence of such registration, (ii) unless the Company receives an opinion of counsel reasonably acceptable to it that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and any applicable state securities laws or (iii) unless the Shares or Warrant Shares are sold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act") ("Rule 144") in accordance with the terms of such rule. Except as otherwise permitted by Section 7.3, each certificate for the Shares issued at the Closing and the Warrant Shares, or upon direct or indirect transfer of or in substitution thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and may not be offered, sold, pledged or transferred in the absence of such registration unless the Company receives an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and such applicable state securities laws. Each Purchaser acknowledges and agrees that the Warrants will contain a similar legend, as set forth on the top of the form of Warrant attached as Exhibit A hereto.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser acknowledges that the offering and sale of the Shares and Warrants have not been, and that the Warrant Shares will not be, been registered under the Securities Act or any state securities law and that neither the Shares nor Warrants may not be offered, sold, pledged or otherwise transferred (i) in the absence of such registration, (ii) unless the Company receives an opinion of counsel reasonably acceptable to it that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and any applicable state securities laws or (iii) unless the Shares or the Warrant Shares Shares, as the case may be, are sold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act") ("Rule 144") in accordance with the terms of such rule. Except as otherwise permitted by Section 7.3, each certificate for the Shares issued at the Closing and Closing, or the Warrant Shares, as the case may be, or upon direct or indirect transfer of or in substitution thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and may not be offered, sold, pledged or transferred in the absence of such registration unless the Company receives an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and such applicable state securities laws. Each Purchaser acknowledges and agrees that the Warrants will contain a similar legend, as set forth on the top of the form of Warrant attached as Exhibit A hereto.,

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser acknowledges that the offering and sale of the Shares and Warrants have not been, and that the Warrant Shares will not be, been registered under the Securities Act or any state securities law and that neither the Shares nor Warrants may not be offered, sold, pledged or otherwise transferred (i) in the absence of such registration, (ii) unless the Company receives an opinion of counsel reasonably acceptable to it that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and any applicable state securities laws or (iii) unless the Shares or the Warrant Shares Shares, as the case may be, are sold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act") ("Rule 144") in accordance with the terms of such rule. Except as otherwise permitted by Section 7.3, each certificate for the Shares issued at the Closing and Closing, or the Warrant Shares, as the case may be, or upon direct or indirect transfer of or in substitution thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and may not be offered, sold, pledged or transferred in the absence of such registration unless the Company receives an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and such applicable state securities laws. Each Purchaser acknowledges and agrees that the Warrants will contain a similar legend, as set forth on the top of the form of Warrant attached as set forth in Exhibit A hereto.A.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser acknowledges that the offering and sale of the Shares and Warrants have not been, and that the Warrant Shares will not be, been registered under the Securities Act or any state securities law and that neither the Shares nor Warrants may not be offered, sold, pledged or otherwise transferred (i) in the absence of such registration, (ii) unless the Company receives an opinion of counsel reasonably acceptable to it that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and any applicable state securities laws or (iii) unless the Shares or the Warrant Shares Shares, as the case may be, are sold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act") ("Rule 144") in accordance with the terms of such rule. Except as otherwise permitted by Section 7.3, each certificate for the Shares issued at the Closing and Closing, or the Warrant Shares, as the case may be, or upon direct or indirect transfer of or in substitution thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and may not be offered, sold, pledged or transferred in the absence of such registration unless the Company receives an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and such applicable state securities laws. Each Purchaser acknowledges and agrees that the Warrants will contain a similar legend, as set forth on the top of the form of Warrant attached as Exhibit A hereto.