Common use of Restrictions on Exercise and Transfer Clause in Contracts

Restrictions on Exercise and Transfer. Holder, as of the date of issuance hereof, by acceptance of this Warrant, represents to the Company that Holder is not acquiring the Warrant with a view to the distribution thereof. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Article 2, which conditions are intended, among other things, to insure compliance with the provisions of the Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder of this Warrant, by its acceptance hereof, agrees that it will not transfer this Warrant or the related Warrant Shares: (a) prior to delivery to the Company of a written notice of Holder's instruction to effect such transfer together with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Act or applicable state law, or (b) until registration of such Warrant Shares under the Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 or Rule 144A under the Act. The aforementioned notwithstanding, the Holder agrees that Holder shall not publicly dispose of any Warrant Shares before the following dates: (i) with respect to fifty percent (50%) of the Warrant Shares, January 1, 2004 and (ii) with respect to all other Warrant Shares, July 1, 2004.

Restrictions on Exercise and Transfer. HolderThe holder of this ------------------------------------- Warrant, as of the date of issuance hereof, by acceptance of this Warrant, represents to the Company that Holder is not acquiring the Warrant Warrants for its own account for investment purposes and not with a view to the distribution thereof. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Article 2Section 3, which conditions are intended, among other things, to insure compliance with the provisions of the Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder holder of this Warrant, by its acceptance hereof, agrees that it will not transfer this Warrant or the related Warrant Shares: (a) Shares prior to delivery to the Company of a written notice of Holder's instruction to effect such transfer together with an opinion of such holder's counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant and/or (as such Warrant Shares may be effected without registration under the Act opinion and such counsel are described in (S)3.2 hereof) or applicable state law, or (b) until registration of such Warrant Shares under the Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 or Rule 144A under the Act. The aforementioned notwithstanding; provided, however, that such holder may freely transfer this -------- ------- Warrant or such Warrant Shares (without delivery to the Holder agrees that Holder shall not publicly dispose Company or opinion of Counsel) (w) to one of its nominees, Affiliates or a nominee thereof, (x) to a pension or profit-sharing fund established and maintained for its employees or for the employees of any Warrant Shares before the following dates: such Affiliate, (iy) with respect from a nominee to fifty percent (50%) any of the aforementioned persons as beneficial owner of this Warrant or such Warrant Shares, January 1, 2004 and or (iiz) to a Qualified Institutional Buyer so long as such transfer is effected in compliance with respect to all other Warrant Shares, July 1, 2004Rule 144A under the Act.

Restrictions on Exercise and Transfer. HolderThe holder of this Warrant, as of the date of issuance hereof, by acceptance of this Warrant, represents to the Company that Holder it is not acquiring the Warrant Warrants with a view to the distribution thereof. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Article 23, which conditions are intended, among other things, to insure compliance with the provisions of the Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder holder of this Warrant, by its acceptance hereof, agrees that it will not transfer this Warrant or the related Warrant Shares: (a) Shares prior to delivery to the Company of a written notice of Holder's instruction to effect such transfer together with an opinion of such holder's counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant and/or (as such Warrant Shares may be effected without registration under the Act opinion and such counsel are described in Section 3.2 below) or applicable state law, or (b) until registration of such Warrant Shares under the Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 or Rule 144A under the Act. The aforementioned notwithstanding; PROVIDED, the Holder agrees HOWEVER, that Holder shall not publicly dispose of any such holder may freely transfer this Warrant or such Warrant Shares before (without delivery to the following dates: Company of an opinion of counsel) (iw) with respect to fifty percent one of its nominees, (50%x) to a pension or profit-sharing fund established and maintained for its employees, (y) from a nominee to any of the aforementioned persons as beneficial owner of this Warrant or such Warrant Shares, January 1, 2004 and or (iiz) to a qualified institutional buyer as defined by the rules promulgated under the federal securities laws so long as such transfer is effected in compliance with respect to all other Warrant Shares, July 1, 2004Rule 144A under the Act.

Restrictions on Exercise and Transfer. HolderThe holder of this Warrant, as of the date of issuance hereof, by acceptance of this Warrant, represents to the Company that Holder it is not acquiring the Warrant Warrants for its own account for investment purposes and not with a view to the distribution thereof. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Article 2Section 3, which conditions are intended, among other things, to insure compliance with the provisions of the Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder holder of this Warrant, by its acceptance hereof, agrees that it will not transfer this Warrant or the related Warrant Shares: (a) Shares prior to delivery to the Company of a written notice of Holder's instruction to effect such transfer together with an opinion of such holder's counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant and/or (as such Warrant Shares may be effected without registration under the Act opinion and such counsel are described in Section 3.2 hereof) or applicable state law, or (b) until registration of such Warrant Shares under the Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 or Rule 144A under the Act. The aforementioned notwithstanding; PROVIDED, HOWEVER, that such holder may freely transfer this Warrant or such Warrant Shares (without delivery to the Holder agrees that Holder shall not publicly dispose Company or opinion of Counsel) (w) to one of its nominees, Affiliates or a nominee thereof, (x) to a pension or profit-sharing fund established and maintained for its employees or for the employees of any Warrant Shares before the following dates: such Affiliate, (iy) with respect from a nominee to fifty percent (50%) any of the aforementioned persons as beneficial owner of this Warrant or such Warrant Shares, January 1, 2004 and or (iiz) to a Qualified Institutional Buyer (so long as such transfer is effected in compliance with respect to all other Warrant Shares, July 1, 2004Rule 144A under the Act).