Common use of Registration of Transfers Clause in Contracts

Registration of Transfers. This Warrant is subject to the transfer restrictions in the Purchase Agreement. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Registration of Transfers. This Warrant is and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof; provided, however, that the transferee shall agree in writing to be bound by the terms and subject to the transfer restrictions in conditions of this Warrant and the Purchase Agreement. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrantwarrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Registration of Transfers. This Warrant is subject Warrant, or any portion of this Warrant, may not be transferred, pledged or otherwise assigned without the prior written consent of the Company, not to the transfer restrictions in the Purchase Agreementbe unreasonably withheld. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment Assignment, attached hereto as Exhibit C, duly completed and signed, to American Stock Transfer & Trust Company, LLC (the “Transfer Agent”) or the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrantwarrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Registration of Transfers. This Warrant is subject to the transfer restrictions in the Purchase Agreement. The Company shall register the assignment and transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of an Warrant. Notwithstanding anything herein to the contrary, a WarrantNew Warrant may only be issued to an "accredited investor" as defined in Rule 501(a) under the Securities Act.

Registration of Transfers. This Warrant is subject Subject to the transfer restrictions in Holder’s compliance with any applicable securities laws, including the Purchase Agreement. The Holder providing the Company with an opinion of counsel reasonably acceptable to the Company that the proposed assignment does not violate any applicable securities laws and any other supporting documentation that the Company may reasonably require, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant. The rights of the original Holder under the Registration Rights Agreement shall be transferred with such transfer of Warrant.

Registration of Transfers. This Subject to compliance with applicable federal and state securities laws, this Warrant is and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof at any time and without restriction; provided, however, that the transferee shall agree in writing to be bound by the terms and subject to the transfer restrictions in the Purchase Agreementconditions of this Warrant. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrantwarrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a this Warrant.

Registration of Transfers. This Warrant is and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof; provided, however, that the transferee shall agree in writing to be bound by the terms and subject to the transfer restrictions in conditions of this Warrant and the Purchase Agreement. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrantwarrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Registration of Transfers. This Warrant is subject to the transfer restrictions in the Purchase Agreement. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto as Appendix A duly completed and signed, to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or and transfer, a new Warrant to purchase Common Stock, warrant in substantially the form of this a Warrant (any such new Warrantwarrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. Each new warrant evidencing the Warrant so transferred shall bear the appropriate restrictive legend set forth in Section 4(k)(ii) of the Purchase Agreement. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant, and such transferee shall be subject to the terms and conditions of the Purchase Agreement, including, without limitation, the restrictions on transfer set forth in Section 4(l) of the Purchase Agreement.

Registration of Transfers. This Warrant shall not be sold or transferred unless the applicable Warrant certificate is subject surrendered for transfer to the Company properly endorsed, or accompanied by a Form of Assignment (attached hereto) duly completed and executed, together with an opinion of counsel reasonably acceptable to the Company to the effect that such transfer restrictions in may occur without registration under the Purchase Agreement. The Securities Act, at which time the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrantwarrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Registration of Transfers. This Warrant is subject Subject to the transfer restrictions in Holder's appropriate compliance with the Purchase Agreement. The restrictive legend on this Warrant, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in _________________ (1) The number of shares of Common Stock equal to 55% of the quotient obtained by dividing the Investment Amount of such Purchaser by $0.425. substantially the form of this Warrant (any such new Warrant, a “New Warrant”"NEW WARRANT"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Registration of Transfers. This Warrant is subject to the transfer restrictions in the Purchase Agreement. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”"NEW WARRANT"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Registration of Transfers. This Warrant is and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof; provided, however, that the transferee shall agree in writing to be bound by the terms and subject to the transfer restrictions in conditions of this Warrant and the Purchase Agreement. The Subject to compliance with applicable securities laws, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrantwarrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Registration of Transfers. This Warrant is and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof; provided, however, that the transferee shall agree in writing to be bound by the terms and subject to the transfer restrictions in conditions of this Warrant and the Purchase Securities Exchange Agreement. The Subject to compliance with applicable securities laws, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrantwarrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Registration of Transfers. This Warrant is subject to the transfer restrictions in the Purchase Agreement. The Company shall register the transfer of any portion of this Additional Warrant in the Warrant Register, upon surrender of this Additional Warrant, with the Form of Assignment attached hereto duly completed and signedsigned by the Holder, to the Transfer Agent or to the Company at its address specified herein. The Holder agrees , provided that it may not transfer this Warrant as any such assignment shall be pursuant to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effecta Qualified Transfer. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock, in substantially the form of this Additional Warrant (any such new Warrantwarrant, a “New Warrant”"NEW ADDITIONAL WARRANT"), evidencing the portion of this Additional Warrant so transferred shall be issued to the transferee and a New Additional Warrant evidencing the remaining portion of this Additional Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Additional Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a an Additional Warrant.

Registration of Transfers. This Warrant is subject to and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant and delivery of the transfer restrictions completed and executed Asssignment, in the Purchase Agreementform attached hereto as Exhibit B (the “Assignment”). The Company shall register the transfer of any portion of this Warrant in the Warrant Register, Register upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. The Holder agrees that it As a condition to the transfer, the Company may not transfer this Warrant request a legal opinion as to more than contemplated by the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effectlegend. Upon any such registration or transfer, a new New Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Registration of Transfers. This Warrant is subject to the transfer restrictions in the Purchase Agreement. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Registration of Transfers. This Warrant is subject to the transfer restrictions in the Purchase Agreement. The Company shall register the transfer of any portion of this Redeemable Warrant in the Redeemable Warrant Register, upon surrender of this Redeemable Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Redeemable Warrant to purchase Common Stock, in substantially the form of this Redeemable Warrant (any such new Redeemable Warrant, a “New Redeemable Warrant”), evidencing the portion of this Redeemable Warrant so transferred shall be issued to the transferee and a New Redeemable Warrant evidencing the remaining portion of this Redeemable Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Redeemable Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Redeemable Warrant.

Registration of Transfers. This Warrant is subject Subject to the transfer restrictions in Holder’s appropriate compliance with Section 5 of the Securities Act and Section 4.1 of the Purchase Agreement. The , the Company shall 1 The number of shares of Common Stock equal to 40% of the quotient obtained by dividing the Investment Amount of such Purchaser by the Per Unit Purchase Price. register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Registration of Transfers. This Warrant is subject to the transfer restrictions in the Purchase Agreement. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signedsigned (together with, at the option of the Company, a legal opinion of counsel to the transferring Holder that the transfer is exempt from, or not subject to, the registration requirements of the Securities Act, the substance of which opinion shall be reasonably acceptable to the Company), to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Registration of Transfers. This Warrant is and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof; provided, however, that the transferee shall agree in writing to be bound by the terms and subject to the transfer restrictions in the Purchase Agreementconditions of this Warrant. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. The Holder agrees that it may not transfer this Warrant as to more than the number of Warrant Shares then outstanding as shown on the most updated Exercise Log, and any purported transfer in excess of such number of Warrant Shares shall have no effect. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrantwarrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.