Common use of Registration or Exemption Requirements Clause in Contracts

Registration or Exemption Requirements. Purchaser further acknowledges and understands that the Debentures, Warrants or the Conversion Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available. Purchaser understands that the Debentures, Warrants and, if converted or exercised as the case may be, the Conversion Shares and Shares underlying the Warrants will be imprinted with a legend that prohibits the transfer of such securities unless (i) it is registered or such registration is not required pursuant to an exemption therefrom, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. Such Purchaser further acknowledges and understands that the DebenturesNote, Warrants or the Warrant, Conversion Shares and Warrant Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available. Such Purchaser understands that the DebenturesNote and Warrant, Warrants and, if converted or exercised as the case may be, well as any certificate for the Conversion Shares and Shares underlying the Warrants or Warrant Shares, will be imprinted with a legend that prohibits the transfer of such securities unless (ia) it is registered or such registration is not required pursuant to an exemption therefrom, and (iib) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. Purchaser further acknowledges and understands that the Debentures, Warrants Debentures or the Conversion Shares may not be resold or otherwise transferred except in a transaction registered under the Securities 1933 Act and any applicable state securities laws or unless an exemption from such registration is available. Purchaser understands that the Debentures, the Warrants and, if converted or exercised as the case may be, the Conversion Shares and Shares underlying the Warrants will be imprinted with a legend that prohibits the transfer of such securities unless (i) it is registered or such registration is not required pursuant to an exemption therefrom, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities 1933 Act and Purchaser provides an opinion of counsel to the Company, which opinion and which counsel shall be reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. Purchaser further -------------------------------------- acknowledges and understands that the DebenturesPreferred Stock, Warrants or the Conversion Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available. Purchaser understands that the DebenturesPreferred Stock, Warrants and, if converted or exercised as the case may be, the Conversion Shares and Shares underlying the Warrants will be imprinted with a legend that prohibits the transfer of such securities unless (i) it is registered or such registration registrations is not required pursuant to an exemption therefrom, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.