Restrictions on Transfer of Warrants and Warrant Shares. (a) The Warrants, and any Warrant Shares issued upon the exercise of the Warrants, may not be sold, pledged, hypothecated, transferred or assigned, in whole or in part, unless a registration statement under the Act, and under any applicable state securities laws, is effective therefor, or an exemption from such registration is then available and an opinion of counsel, acceptable to the Company and to the transfer agent or warrant agent, if any, has been rendered stating that such sale, pledge, hypothecation, transfer or assignment will not violate the Act or any other United States federal or state securities laws.
Restrictions on Transfer of Warrants and Warrant Shares. Subject to the provisions of subsections (b) and (c), without having obtained the prior written consent of the Company, the Buyer shall not:
Restrictions on Transfer of Warrants and Warrant Shares. (a) The Warrants, and any Warrant Shares issued upon the exercise of the Warrants, may not be sold, pledged, hypothecated, transferred or assigned, in whole or in part, unless a registration statement under the Securities Act, and under any applicable state securities laws, is effective therefor, or an exemption from such registration is then available and an opinion of counsel, acceptable to the Company and to the transfer agent or warrant agent, if any, has been rendered stating that such sale, pledge, hypothecation, transfer or assignment will not violate the Securities Act or any other United States federal or state securities laws; provided, that no such opinion of counsel shall be required in the event of a sale to (i) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, (ii) pursuant to the applicable provisions of Rule 144 under the Securities Act, or (iii) to an “affiliate” of the Holder, as such term is defined in Rule 405 under the Securities Act.
Restrictions on Transfer of Warrants and Warrant Shares. The Warrants and the Warrant Shares may not be transferred, disposed of or encumbered (any such action, a "Transfer"), except in accordance with and subject to the provisions of the Securities Act and the rules and regulations promulgated thereunder. If at the time of a Transfer, a Registration Statement is not in effect to register the Warrant Shares, the Company may require the holder thereof to make such representations, and to provide the Company with an opinion of counsel reasonably acceptable to the Company that such Transfer would not result in violation of any federal or state law regarding the offering or sale of securities and the Company may place such legends on certificates representing the Warrant Shares, as are customary and may be reasonably required in the opinion of counsel to the Company to permit a Transfer without such registration. Subject to the foregoing and to Section 13, all Warrants and Warrant Shares shall be freely transferable.
Restrictions on Transfer of Warrants and Warrant Shares. The Warrants, and any Warrant Shares issued upon the exercise of the Warrants, may not be sold, pledged, hypothecated, transferred or assigned, in whole or in part, unless a registration statement under the Act, and under any applicable state securities laws, is effective therefor or, an exemption from such registration is then available, and an opinion of counsel, acceptable to the Company and to the transfer agent or warrant agent, if any, has been rendered stating that such sale, pledge, hypothecation, transfer or assignment will not violate the Act or any other United States federal or state securities laws, and in the case of a sale by a person who is not a U.S. Person, was made in compliance with Regulation S. Hedging transactions involving Warrants and Warrant Shares may not be conducted unless in compliance with the Act. Notwithstanding anything herein to the contrary, no registration statement or opinion of counsel shall be required for any transfer of any Warrant Shares in compliance with Rule 144 or Rule 144A under the Securities Act, or the Warrants or Warrant Shares (i) by a Holder that is a partnership or a corporation to (A) a partner of such partnership or shareholder of such corporation, (B) a retired partner of such partnership who retires after the date hereof, (C) the estate of any such partner or shareholder, or (ii) by a Holder to an affiliated fund or entity of such Holder; provided, however, that in each of the foregoing cases, the transferee agrees in writing to be subject to the terms of this Section 4.3 to the same extent as if the transferee were an original Holder hereunder.
Restrictions on Transfer of Warrants and Warrant Shares. The Company agrees to maintain at the Warrant Office books for the registration and transfer of this Warrant. Subject to the restrictions on transfer of Warrants in this Section 3.4, the Company, from time to time, shall register the transfer of this Warrant in such books upon surrender of this Warrant at the Warrant Office properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer satisfactory to the Company. Upon any such transfer, a new Warrant shall be issued to the transferee and the surrendered Warrant shall be cancelled by the Company. The Company shall pay all expenses, taxes (other than transfer or income taxes incurred by the holder) and other charges payable in connection with the transfer of Warrants pursuant to this Section 3.4.
Restrictions on Transfer of Warrants and Warrant Shares. (a) Purchaser, by his acceptance thereof, covenants and agrees that the Warrant is being acquired as an investment and not with a view to the distribution thereof.
