Common use of Restrictions on Transfer; Restrictive Legends Clause in Contracts

Restrictions on Transfer; Restrictive Legends. Except as otherwise permitted by this Section 2, each Shadow Warrant shall (and each Shadow Warrant issued upon direct or indirect transfer or in substitution for any Shadow Warrant pursuant to Section 1.4 or Section 4 shall) be stamped or otherwise imprinted with a legend in substantially the following form: "THIS SHADOW WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS SHADOW WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT." Notwithstanding the foregoing, the Warrantholder may require the Company to issue a stock certificate for Warrant Shares without a Securities Act legend, if either (i) such Warrant Shares have been registered for resale under the Securities Act or (ii) the Warrantholder has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required with respect to such Warrant Shares.

Restrictions on Transfer; Restrictive Legends. Except as otherwise permitted by this Section 2, each Shadow Warrant shall (and each Shadow Warrant issued upon direct or indirect transfer or in substitution for any Shadow Warrant pursuant to Section 1.4 or Section 4 shall) be stamped or otherwise imprinted with a legend in substantially the following form: "THIS SHADOW WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS SHADOW WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT." Notwithstanding the foregoing, the Warrantholder may require the Company to issue a stock certificate for Warrant Shares without a Securities Act legend, if either (i) such Warrant Shares have been registered for resale under the Securities Act or (ii) the Warrantholder Page 148 of 241 Pages has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required with respect to such Warrant Shares.