Common use of Transfer Without Registration Clause in Contracts

Transfer Without Registration. The Securities shall not be transferred, and the Company shall not be required to register any transfer of the Securities on the books of the Company, unless the Company shall have been provided with an opinion of counsel satisfactory to it prior to such transfer that registration under the Securities Act and applicable state securities laws is not required in connection with the transaction resulting in such transfer; provided, however, that no such opinion of counsel shall be required in order to effectuate a transfer pursuant to an effective Registration of the Securities. Each certificate issued upon any transfer of the Securities transferred as above provided shall bear an appropriate investment legend, except that such certificate shall not bear such restrictive legend if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with the provisions of the Securities Act or if such transfer is made in accordance with the provisions of Rule 144 promulgated under the Securities Act. LEGEND AND STOP TRANSFER ORDERS. UNLESS THE SHARES OF WARRANT STOCK HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, UPON EXERCISE OF ANY OF THIS WARRANT AND THE ISSUANCE OF ANY OF THE SHARES OF WARRANT STOCK, THE COMPANY SHALL INSTRUCT ITS TRANSFER AGENT, IF ANY, TO ENTER STOP TRANSFER ORDERS WITH RESPECT TO SUCH SHARES, AND ALL CERTIFICATES REPRESENTING SHARES OF WARRANT STOCK SHALL BEAR ON THE FACE THEREOF SUBSTANTIALLY THE FOLLOWING LEGEND: NEITHER THIS WARRANT NOR ANY SHARES OF STOCK ISSUABLE UPON CONVERSION OF THIS WARRANT, IF APPLICABLE, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE HOLDER MAY NOT TRANSFER THIS WARRANT NOR THE SHARES ISSUABLE UPON CONVERSION OF THIS WARRANT, IF APPLICABLE, UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION COVERING THE SHARES REPRESENTED BY THIS CERTIFICATE OR SUCH UNDERLYING SHARES, AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, (B) THE COMPANY FIRST RECEIVES A LETTER FROM AN ATTORNEY STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (C) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AMENDMENTS AND WAIVERS. ANY TERM OF THIS WARRANT MAY BE AMENDED AND THE OBSERVANCE OF ANY TERM OF THIS WARRANT MAY BE WAIVED (EITHER GENERALLY OR IN A PARTICULAR INSTANCE AND EITHER RETROSPECTIVELY OR PROSPECTIVELY), WITH THE WRITTEN CONSENT OF THE COMPANY AND THE HOLDER.