Common use of Restrictions Imposed by the Act Clause in Contracts

Restrictions Imposed by the Act. If, at the time of the surrender of this Underwriter Warrant in connection with any transfer of this Underwriter Warrant, the transfer of this Underwriter Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, this Underwriter Warrant and the Shares underlying this Underwriter Warrant to not be transferred unless and until (a) the Company has received the opinion of counsel for the Holder that this Underwriter Warrant or the Shares, as the case may be, may be transferred pursuant to an exemption from registration under the Securities Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that an opinion of Loeb & Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption), or (b) a registration statement relating to such Underwriter Warrant or Shares, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.]

Restrictions Imposed by the Act. If, at the time of the surrender of this Underwriter Warrant in connection with any transfer of this Underwriter Warrant, the transfer of this Underwriter Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, this Underwriter Warrant and the Shares underlying this Underwriter Warrant to not be transferred unless and until (a) the Company has received the opinion of counsel for the Holder that this Underwriter Warrant or the Shares, as the case may be, may be transferred pursuant to an exemption from registration under the Securities Act and applicable state law, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that an opinion of Loeb & Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption), or (b) a registration statement relating to such Underwriter Warrant or Shares, as the case may be, has been filed by the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law.]

Restrictions Imposed by the Act. If, at The Holder by accepting this Warrant confirms that the time Warrant was acquired by the Holder solely for investment and with no present intention to distribute the Warrant or the Warrant Shares issuable upon the exercise hereof and that the Holder will dispose of the surrender of this Underwriter such Warrant and Warrant Shares only in connection compliance with any transfer of this Underwriter Warrant, the transfer of this Underwriter Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act applicable Federal and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, this Underwriter laws. This Warrant and the Warrant Shares underlying purchased upon exercise of this Underwriter Warrant to shall not be transferred unless and until (ai) the Company has received the an opinion of counsel for the Holder that this Underwriter Warrant or the Shares, as the case may be, and/or such Warrant Shares may be transferred sold pursuant to an exemption from registration under the Securities Act and applicable state lawof 1933, as amended (the "Act"), the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that an opinion of Loeb & Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption)Company, or (bii) a registration statement relating to such Underwriter the Warrant or Shares, as and/or the case may be, Warrant Shares issuable upon the exercise hereof has been filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission"). Each certificate for Warrant Shares purchased upon exercise of this Warrant shall bear a legend as follows unless such securities have been registered under the Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act"). The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act. Copies of the warrant covering the securities and compliance with restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." The Certificate may also include any legend required by applicable state lawsecurities laws.]

Restrictions Imposed by the Act. If, at the time of the surrender of The securities evidenced by this Underwriter Warrant in connection with any transfer of this Underwriter Warrant, the transfer of this Underwriter Warrant Purchase Option shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, this Underwriter Warrant and the Shares underlying this Underwriter Warrant to not be transferred unless and until (ai) the Company has received the opinion of counsel for the Holder that this Underwriter Warrant or the Shares, as the case may be, securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state lawsecurities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that an the opinion of Loeb & Loeb Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (bii) a registration statement or a post-effective amendment to the Registration Statement relating to such Underwriter Warrant or Shares, as the case may be, securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state lawsecurities law has been established. The Company agrees that prior to the Commencement Date, it shall file with the Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of the Holder.]