Common use of Transfer of Shares After Registration; Suspension Clause in Contracts

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 6.1 and as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition or other transfer of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except other than transactions exempt from the registration requirements of the Securities Act, as contemplated in the Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 6.1 and as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares or the Warrant Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred or as otherwise permitted by law, and in all cases in accordance with the procedures reasonably requested by the Company to in Section 7.1 and as described belowensure compliance with the securities laws, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distributionInvestor.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition of the Shares Securities or its right to purchase the Shares Securities that would constitute a sale within the meaning of the Securities Act except other than transactions exempt from the registration requirements of the Securities Act, as contemplated in the Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition or other transfer of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except other than transactions exempt from the registration requirements of the Securities Act, as contemplated in the Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor (other than the number of Securities beneficially owned by it) or its plan of distributiondistribution attached as Exhibit “B” hereto.

Transfer of Shares After Registration; Suspension. (a) The Investor Purchaser agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 8(a) and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor Purchaser or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Each Investor agrees that it will not effect any Disposition disposition of the Shares or its their right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the S-3 Registration Statement referred to in Section 7.1 hereof and as described belowbelow or as otherwise permitted by law, and that it such Investor will promptly notify the Company of any changes in the information set forth in the S-3 Registration Statement regarding the such Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition of the Shares Registrable Securities or its right to purchase the Shares Registrable Securities that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 (including, without limitation, the plan of distribution contained therein) and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company in writing of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor Buyer agrees that it will not effect any Disposition disposition of the Shares Securities or its right to purchase the Shares Securities that would constitute a sale "sale" within the meaning of the Securities Act Act, except as contemplated in the Registration Statement referred to in Section 7.1 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor Buyer or its plan of distribution.

Transfer of Shares After Registration; Suspension. (ai) The Investor Each Investor, severally and not jointly, agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 3.10(a) and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (ai) The Investor agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Purchased Shares that would constitute a sale within the meaning of the Securities Act except (A) as contemplated in Sections 3.2(a) and (b) or (B) as otherwise permitted by law, including pursuant to the Registration Statement referred to in Section 7.1 and as described belowsafe harbor provided by Rule 144 under the Securities Act, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 9.1 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor hereby agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 2.1 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Each Investor agrees that it will not effect any Disposition disposition of the Shares Registrable Securities or its right to purchase the Shares Registrable Securities that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (ai) The Investor Each Investor, severally and not jointly, agrees that it will not effect any Disposition disposition of the Shares Registrable Securities or its right to purchase the Shares Registrable Securities that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 2(a) and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 1 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor Each Purchaser agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Exchange Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company Parent in writing of any changes in the information set forth in the Registration Statement regarding the Investor Purchaser or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 6.1 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Each Investor agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 1 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor itself or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition sale, assignment or other transfer (a "Disposition") of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees ------------------------------------------------- that it will shall not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and 5.1 or as described belowotherwise permitted by law, and that it will shall promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition of the Shares, the Warrant Shares or its right to purchase the Warrant Shares that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 6.1 and as described below, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Each Eligible Investor agrees that it will not effect any Disposition of the Securities or Warrant Shares or its right to purchase the Securities or Warrant Shares that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 6.1 and as described below, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) a. The Investor agrees that it will not effect any Disposition disposition of the Shares Registrable Securities or its right to purchase obtain the Shares Registrable Securities that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred or as otherwise permitted by law, and in all cases in accordance with the procedures reasonably requested by the Company to in Section 7.1 and as described belowensure compliance with the securities laws, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distributionInvestor.

Transfer of Shares After Registration; Suspension. (a) The Initial Investor agrees that it will not effect any Disposition disposition of the Shares Securities or its right to purchase the Shares Securities that would constitute a sale "sale" within the meaning of the Securities Act 1933 Act, except as contemplated in the Registration Statement referred to in Section 7.1 1.1 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Initial Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Each Investor agrees that it will not effect any Disposition disposition of the Shares Registrable Securities or its right to purchase the Shares Registrable Securities that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 6.1 (including, without limitation, the plan of distribution contained therein) and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company in writing of any changes in the information set forth in the Registration Statement regarding the Investor itself or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Each Investor agrees that it will not effect any Disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in to be covered by the Registration Statement referred to in Section 7.1 4.1 and as described belowbelow or under Rule 144 of the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distributiondistribution of the Shares.

Transfer of Shares After Registration; Suspension. (ai) The Investor Each Investor, severally and not jointly, agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 Sections 2(a) and (b) or as described belowotherwise permitted by law, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor Holder agrees that it will not effect any Disposition disposition or other transfer of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except other than transactions exempt from the registration requirements of the Securities Act, as contemplated in the Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor Holder or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor Purchaser agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 3.1 and as described belowbelow or as permitted by the Securities Act, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor Purchaser or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Each Investor agrees that it will not effect any Disposition disposition of the Shares Shares, or its right to purchase the Shares Shares, that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and 9 of this Agreement or, in accordance with Section 6.4 of this Agreement or as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distributionotherwise permitted by law.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition of the Shares or Warrant Shares or its right to purchase the Shares or Warrant Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and 6.1 or as described belowotherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 8(a) of this Agreement and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Each Investor agrees that it will not effect any Disposition of the Securities or Warrant Shares or its right to purchase the Securities or Warrant Shares that would constitute a sale within the meaning of the Securities Act except other than transactions exempt from the registration requirements of the Securities Act (including, without limitation, a so-called “4(1) and a half” transaction) or as contemplated in the by a Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor Purchaser agrees that it will not effect any Disposition disposition of the Shares Securities or its right to purchase the Shares Securities that would constitute a sale within the meaning of the Securities Act except other than transactions exempt from the registration requirements of the Securities Act, as contemplated in the Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor Purchaser or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor Purchaser agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 9.2 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor Purchaser or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor Purchaser agrees that it will not effect any Disposition disposition of the Shares Conversion Stock or its right to purchase the Shares Conversion Stock that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 4(a) and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor Purchaser or its plan of distribution.distribution.(i)

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except (i) pursuant to a valid exemption from registration, provided that the Investor provides the Company with an opinion of the Investor’s counsel, which counsel and opinion shall both be satisfactory to the Company, and such other information and documentation as the Company shall reasonably request, or (ii) as contemplated in the Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (ai) The Investor Purchaser agrees that it will not effect any Disposition disposition of the Shares Conversion Stock or its right to purchase the Shares Conversion Stock that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 4(a) and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor Purchaser or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Each Investor agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 3.1 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will Purchaser shall not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale or resale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and or as described belowotherwise permitted by law, and that it the Purchaser will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor Purchaser or its plan of distribution.

Transfer of Shares After Registration; Suspension. (ai) The Investor Each Investor, severally and not jointly, agrees that it will not effect any Disposition disposition of the Shares, the Warrant Shares or its right to purchase the Shares or Warrant Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 3.10(a) and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition of the Shares Securities or its right to purchase the Shares Securities that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 6.1 and as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor Purchaser agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 6.1 or as otherwise permitted by law and as described belowby this Agreement, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor Purchaser or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 7.1, including any means of sale that would be permissible under the Securities Act under the circumstances, and as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Each Investor agrees that it will not effect any Disposition disposition of the Common Shares or its right to purchase at any time after registration of the Common Shares owned by such Investor that would constitute a sale within the meaning of the Securities 1933 Act except as contemplated in the Registration Statement referred to in Section 7.1 1 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company Corporation of any material changes in the information set forth in the Registration Statement regarding the such Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 6.1 and as described below, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.promptly

Transfer of Shares After Registration; Suspension. (a) The Investor ------------------------------------------------- agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 5.1 or as otherwise permitted by law and as described belowby this Agreement, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) a. The Investor agrees that it will not effect any Disposition disposition of the Shares or its right to purchase obtain the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred or as otherwise permitted by law, and in all cases in accordance with the procedures reasonably requested by the Company to in Section 7.1 and as described belowensure compliance with the securities laws, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distributionInvestor.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 6.1 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor Each Purchaser agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares Common Stock that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 8.1 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company Issuer in writing of any changes in the information set forth in the Registration Statement regarding the Investor Purchaser or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees Investors agree that it they will not effect any Disposition disposition of the Shares or its their right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 3.1 and as described belowbelow or as otherwise permitted by law, and that it they will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor Investors or its their plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition or other transfer of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except other than transactions exempt from the registration requirements of the Securities Act, as contemplated in the Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor (other than the number of Securities beneficially owned by it) or its plan of distributiondistribution attached as Exhibit "B" hereto.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 6.1 and as described below, and if necessary to comply with applicable securities laws that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (ai) The Investor Each Investor, severally and not jointly, agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 Sections 3.9(a) and (b) or as described belowotherwise permitted by law, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except (i) pursuant to a valid exemption from registration, provided that the Investor provides the Company with an opinion of the Investor’s counsel, which counsel and opinion shall both be satisfactory to the Company, and such other information and documentation as the Company shall reasonably request, or (ii) as contemplated in the Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Each Investor agrees that it will not effect any Disposition disposition of the Shares Shares, or its right to purchase the Shares Shares, that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and 0 of this Agreement or, in accordance with Section 0 of this Agreement or as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distributionotherwise permitted by law.

Transfer of Shares After Registration; Suspension. (a) The Each Investor agrees that it will not effect any Disposition of the Securities or Warrant Shares or its right to purchase the Securities or Warrant Shares that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 6.1 and as described below, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Each Investor agrees that it will not effect any Disposition disposition or other transfer of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except other than transactions exempt from the registration requirements of the Securities Act or pursuant to, and as contemplated in in, the Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

Transfer of Shares After Registration; Suspension. (a) The Investor Purchaser agrees that it will not effect any Disposition disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 7 and as described belowbelow or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor each Purchaser or its plan of distribution.