Common use of Disposition of Warrants or Shares Clause in Contracts

Disposition of Warrants or Shares. The Holder of this Warrant Certificate, by its acceptance thereof, agrees that (a) no public distribution of Warrants or the Warrant Shares will be made in violation of the provisions of the 1933 Act (the "Act"), and (b) during such period as delivery of a prospectus with respect to Warrants or Warrant Shares may be required by the Act, no public distribution of Warrants or Warrant Shares will be made in a manner or on terms different from those set forth in, or without delivery of, a prospectus then meeting the requirements of Section 10 of the Act and in compliance with all applicable state securities laws, The Holder of this Warrant Certificate and each transferee hereof further agrees that if any distribution of any of the Warrants or Warrant Shares is proposed to be made by them otherwise than by delivery of a prospectus meeting the requirements of Section 10 of the Act, such action shall be taken only after receipt by the Company of an opinion of its counsel, to the effect that the proposed distribution will not be in violation of the Act or of applicable state law. Furthermore, it shall be a condition to the transfer of the Warrants that any transferee thereof deliver to the Company his or its written agreement to accept and be bound by all of the terms and conditions contained in this Warrant Certificate, By acceptance hereof, the Holder represents and warrants that this Warrant is being acquired, and all Warrant Shares to be purchased upon the exercise of this Warrant will be acquired, by the Holder solely for the account of the Holder and not with a view to the fractionalization and distribution thereof, and will not be sold or transferred except in accordance with the applicable provisions of the Act and the rules and regulations promulgated hereunder, and the Holder agrees that neither this Warrant Certificate nor any of the Warrant Shares may be sold or transferred except under cover of a registration statement under the Act which is effective and current with respect to such Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear a legend to the following effect: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("the Act"), or qualified under applicable state securities laws, and are restricted securities within the meaning of the Act. Such securities may not be sold or transferred, except pursuant to a registration statement under such Act and qualification under applicable state securities laws which are effective and current with respect to such securities or pursuant to an opinion of counsel reasonably satisfactory to the issuer of such securities that registration and qualification are not required under applicable federal or state securities laws or an exemption is available therefrom.

Disposition of Warrants or Shares. a. The Holder of this Warrant Certificate, by its his acceptance thereof, agrees that (ai) no public distribution of Warrants or the Warrant Shares will be made in violation of the provisions of the 1933 Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder (collectively, the "Act"), and (bii) during such period as delivery of a prospectus with respect to Warrants or Warrant Shares may be required by the Act, no public distribution of Warrants or Warrant Shares will be made in a manner or on terms different from those set forth in, or without delivery of, a prospectus then meeting the requirements of Section 10 of the Act and in compliance with all applicable state securities laws, . The Holder of holder this Warrant Certificate and each transferee hereof further agrees that if any distribution of any of the Warrants or Warrant Shares is proposed to be made by them otherwise than by delivery of a prospectus meeting the requirements of Section 10 of the Act, such action shall be taken only after receipt by the Company of an opinion of its counsel, to the effect that the proposed distribution will not be in violation of the Act or of applicable state law. Furthermore, it shall be a condition to the transfer of the Warrants that any transferee thereof deliver prior written consent to such transfer be obtained from the Company after delivery to the Company his or its written of a Certification and agreement to accept and be bound by all as defined in Section 26 of the terms and conditions contained in this Warrant Certificate, Agreement. b. By acceptance hereof, the Holder represents and warrants that this Warrant Certificate is being acquired, and all Warrant Shares to be purchased upon the exercise of this Warrant Certificate will be acquired, by the Holder solely for the account of the Holder and not with a view to the fractionalization and distribution thereof, and will not be sold or transferred except in accordance with the applicable provisions of the Act and the rules and regulations promulgated hereunderthereunder, and the Holder agrees that neither this Warrant Certificate nor any of the Warrant Shares may be sold or transferred except under cover of a registration statement under the Act which is effective and current with respect to such Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear a legend to the following effectlegend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("the Act"), or qualified under applicable state securities laws, 1933 and are restricted securities within the meaning of the Actthereof. Such securities may not be sold or transferred, except pursuant to a registration statement under such Act and qualification under applicable state securities laws which are is effective and current with respect to such securities or pursuant to an opinion of counsel reasonably satisfactory to the issuer of such securities that such sale or transfer is exempt from the registration and qualification are not required under applicable federal or state securities laws or an exemption is available therefromrequirements of such Act.

Disposition of Warrants or Shares. The Holder of this Warrant Certificate, by its acceptance thereof, agrees that (a) no public distribution of Warrants or the Warrant Shares will be made in violation of the provisions of the 1933 Act (the "Act"), and (b) during such period as delivery of a prospectus with respect to Warrants or Warrant Shares may be required by the Act, no public distribution of Warrants or Warrant Shares will be made in a manner or on terms different from those set forth in, or without delivery of, a prospectus then meeting the requirements of Section 10 of the Act and in compliance with all applicable state securities laws, The Holder holder of this Warrant Certificate and each any transferee hereof further agrees that if any distribution of any or of the Warrants or Warrant Shares is proposed to be made by them otherwise than by delivery of a prospectus meeting issuable upon the requirements of Section 10 exercise of the Warrant Certificate, by their acceptance hereof, hereby understand and agree that the Warrant, and the Shares issuable upon the exercise hereof, have not been registered under either the Securities Act of 1933 (the “Act”) or applicable state securities laws (the “State Acts”) and shall not be sold, such action shall be taken only after receipt by pledged, hypothecated, donated, or otherwise transferred (whether or not for consideration) except upon the issuance to the Company of an a favorable opinion of its counselcounsel or submission to the Company of such evidence as may be satisfactory to counsel to the Company, in each such case, to the effect that the proposed distribution will any such transfer shall not be in violation of the Act or of applicable state lawand the State Acts. Furthermore, it It shall be a condition to the transfer of the Warrants this Warrant that any transferee thereof deliver delivers to the Company his or its written agreement to accept and be bound by all of the terms and conditions contained in of this Warrant Certificate, By acceptance hereof. (b) Unless and until there is an effective registration statement filed with the U.S. Securities and Exchange Commission for the Common Stock underlying the Warrant, the Holder represents and warrants that this Warrant is being acquired, and all Warrant Shares to be purchased upon the exercise of this Warrant will be acquired, by the Holder solely for the account stock certificates of the Holder and not with a view to Company that will evidence the fractionalization and distribution thereof, and will not be sold or transferred except in accordance with the applicable provisions shares of the Act and the rules and regulations promulgated hereunder, and the Holder agrees that neither this Warrant Certificate nor any of the Warrant Shares may be sold or transferred except under cover of a registration statement under the Act which is effective and current Common Stock with respect to such Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of which this Warrant shall bear a may be exercisable will be imprinted with conspicuous legend to in substantially the following effectform: “The securities represented by this certificate have not been registered under either the Securities Act of 1933, as amended 1933 ("the “Act"), ”) or qualified under applicable state securities laws, and are restricted securities within the meaning of the Act. Such securities may not be sold or transferred, except pursuant to a registration statement under such Act and qualification under applicable state securities laws which are effective (the “State Acts”) and current with respect shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to such securities or pursuant to an the Company of a favorable opinion of its counsel reasonably or submission to the company of such other evidence as may be satisfactory to counsel of the issuer Company, in each such case, to the effect that any such transfer shall not be in violation of such securities that registration the Act and qualification are not required under applicable federal or state securities laws or an exemption is available therefromthe State Acts.”

Disposition of Warrants or Shares. The Holder of this Warrant Certificate, by its acceptance thereof, agrees that (a) no public distribution of Warrants or the Warrant Shares will be made in violation of the provisions of the 1933 Act (the "Act"), and (b) during such period as delivery of a prospectus with respect to Warrants or Warrant Shares may be required by the Act, no public distribution of Warrants or Warrant Shares will be made in a manner or on terms different from those set forth in, or without delivery of, a prospectus then meeting the requirements of Section 10 of the Act and in compliance with all applicable state securities laws, The Holder of this Warrant Certificate and each any transferee hereof further agrees that if any distribution of any or of the Warrants Shares issuable upon the exercise of this Warrant, by their acceptance hereof or Warrant thereof, hereby understand and agree that this Warrant, and the Shares is proposed issuable upon the exercise hereof, have not been registered under either the Securities Act of 1933, as amended (the “1933 Act”) or applicable state securities laws (the “State Acts”) and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) except upon the issuance to be made by them otherwise than by delivery of a prospectus meeting the requirements of Section 10 of the Act, such action shall be taken only after receipt by the Company of an a favorable opinion of its counselcounsel or submission to the Company of such evidence as may be satisfactory to counsel to the Company, in each such case, to the effect that the proposed distribution will any such transfer shall not be in violation of the Act or of applicable state lawand the State Acts. Furthermore, it It shall be a condition to the transfer of the Warrants this Warrant that any transferee thereof hereof deliver to the Company his or its written agreement to accept and be bound by all of the terms and conditions contained in of this Warrant Certificate, By acceptance hereof, . (b) The stock certificates of the Holder represents and warrants Company that this Warrant is being acquired, and all Warrant will evidence the Shares to be purchased issuable upon the exercise of this Warrant will hereof may be acquired, by the Holder solely for the account of the Holder and not imprinted with a view to the fractionalization and distribution thereof, and will not be sold or transferred except conspicuous legend in accordance with the applicable provisions of the Act and the rules and regulations promulgated hereunder, and the Holder agrees that neither this Warrant Certificate nor any of the Warrant Shares may be sold or transferred except under cover of a registration statement under the Act which is effective and current with respect to such Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear a legend to substantially the following effectform: The securities represented by this certificate have not been registered under either the Securities Act of 1933, as amended ("the “Act"), ”) or qualified under applicable state securities laws, and are restricted securities within the meaning of the Act. Such securities may not be sold or transferred, except pursuant to a registration statement under such Act and qualification under applicable state securities laws which are effective (the “State Acts”) and current shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to the Company of a favorable opinion of its counsel or submission to the Company of such other evidence as may be satisfactory to counsel to the Company, in each case, to the effect that any such transfer shall not be in violation of the Act and the State Acts. The Company does not file, and does not in the foreseeable future contemplate filing, periodic reports with respect to such securities or the Securities and Exchange Commission (“SEC”) pursuant to the provisions of the Securities Exchange Act of 1934, as amended. The Company has not agreed to register any of the Shares issuable upon the exercise hereof for distribution in accordance with the provisions of the Act or the State Acts, and the Company has not agreed to comply with any exemption from registration under the Act or the State Acts for the resale of such Shares. Hence, it is the understanding of the Holder of this Warrant that by virtue of the provisions of certain rules respecting “restricted securities” promulgated by the SEC, the Shares issuable upon the exercise hereof may be required to be held indefinitely, unless and until registered under the Act and the State Acts, unless an opinion of counsel reasonably satisfactory exemption from such registration is available, in which case the Holder may still be limited as to the issuer number of such securities Shares that registration and qualification are not required under applicable federal or state securities laws or an exemption is available therefrommay sold.

Disposition of Warrants or Shares. (a) The Holder holder of this the Warrant Certificate and any transferee hereof or of the Shares issuable upon the exercise of the Warrant Certificate, by its their acceptance thereofhereof, agrees hereby understand and agree that (a) no public distribution the Warrant, and the Shares issuable upon the exercise hereof, may have not been registered under either the Securities Act of Warrants or the Warrant Shares will be made in violation of the provisions of the 1933 Act (the "Act"), and (b) during such period as delivery of a prospectus with respect to Warrants or Warrant Shares may be required by the Act, no public distribution of Warrants or Warrant Shares will be made in a manner or on terms different from those set forth in, or without delivery of, a prospectus then meeting the requirements of Section 10 of the Act and in compliance with all applicable state securities lawslaws (the "State Acts") and unless registered shall not be sold, The Holder of this Warrant Certificate and each transferee hereof further agrees that if any distribution of any of pledged, hypothecated, donated, or otherwise transferred (whether or not for consideration) except upon the Warrants or Warrant Shares is proposed issuance to be made by them otherwise than by delivery of a prospectus meeting the requirements of Section 10 of the Act, such action shall be taken only after receipt by the Company of an a favorable opinion of its counselcounsel or submission to the Company of such evidence as may be satisfactory to counsel to the Company, in each such case, to the effect that the proposed distribution will any such transfer shall not be in violation of the Act or of applicable state lawand the State Acts. Furthermore, it It shall be a condition to the transfer of the Warrants Warrant that any transferee thereof deliver to the Company his or its written agreement to accept and be bound by all of the terms and conditions contained in this Warrant Certificate, By acceptance hereof, the Holder represents and warrants that this Warrant is being acquired, and all Warrant Shares to be purchased upon the exercise of this Warrant will be acquired, by the Holder solely for the account of the Holder and not with a view to the fractionalization and distribution thereof, and will not be sold or transferred except in accordance with the applicable provisions of the Act and the rules and regulations promulgated hereunder, and the Holder agrees that neither this Warrant Certificate nor any of the Warrant Shares may be sold or transferred except under cover of a Certificate. (b) Unless and until there is an effective registration statement under filed with the Act which is effective U.S. Securities and current Exchange Commission for the Common Stock underlying the Warrant, the stock certificates of the Company that will evidence the shares of Common Stock with respect to such which the Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required may be exercisable will be imprinted with conspicuous legend in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear a legend to substantially the following effectform: "The securities represented by this certificate have not been registered under either the Securities Act of 1933, as amended 1933 (the "the Act"), ) or qualified under applicable state securities laws, and are restricted securities within the meaning of the Act. Such securities may not be sold or transferred, except pursuant to a registration statement under such Act and qualification under applicable state securities laws which are effective (the "State Acts") and current with respect shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to such securities or pursuant to an the Company of a favorable opinion of its counsel reasonably or submission to the company of such other evidence as may be satisfactory to counsel of the issuer Company, in each such case, to the effect that any such transfer shall not be in violation of such securities that registration the Act and qualification are not required under applicable federal or state securities laws or an exemption is available therefromthe State Acts."