Common use of Registration or Exemption Requirements Clause in Contracts

Registration or Exemption Requirements. Purchaser further acknowledges and understands that the COES Preferred Shares and the COES Warrants 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 certificate(s) evidencing the COES Preferred Shares and the COES Warrants will be imprinted with a legend, subject to Section 5.7 below, that prohibits the transfer thereof unless (I) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Parent Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Parent Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. Purchaser further acknowledges and understands that the COES Preferred Shares Shares, the Warrants and the COES Warrants 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. Purchaser understands that the certificate(s) certificates evidencing the COES Preferred Shares and the COES Warrants Warrant Shares, and the Warrants, will be imprinted with a legend, subject to Section 5.7 below, legend that prohibits the transfer thereof of the Shares, the Warrants or the Warrant Shares unless (Ia) they are such transaction is registered or such registration is not required, and (iib) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act andAct, and if the Parent Company shall so request in writing, an opinion reasonably satisfactory to the Company of counsel reasonably satisfactory to the Parent Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. Purchaser further acknowledges and understands that the COES Preferred Shares and the COES Warrants 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 certificate(s) evidencing the COES Preferred Shares and the COES Warrants will be imprinted with a legend, subject to Section 5.7 below, that prohibits the transfer thereof unless (Ii) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Parent Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Parent Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. Without limiting the rights of Purchaser further under the Registration Rights Agreement, Purchaser acknowledges and understands that the COES Preferred Shares may be required to be held indefinitely, and the COES Warrants they may not be resold or otherwise transferred except in a transaction registered under the Securities Act and any applicable state securities laws or unless where an exemption from such registration is available. Purchaser understands that the certificate(s) evidencing the COES Preferred Shares and the COES Warrants will be imprinted with a legend, subject to Section 5.7 below, legend that prohibits the transfer thereof of the Shares unless (Ia) they are registered or such registration is not required, and (iib) if the transfer is pursuant to an exemption from registration other than Rule 144 promulgated under the Securities Act and, if the Parent Company Corporation shall so request in writing, an opinion of counsel reasonably satisfactory to the Parent Company Corporation is obtained to the effect that the transaction is so exemptexempt and in compliance with applicable state law.

Registration or Exemption Requirements. Purchaser further acknowledges and understands that the COES Preferred Note, Warrant, Conversion Shares and the COES Warrants 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. Purchaser understands that the certificate(s) evidencing Note and Warrant, as well as any certificate for the COES Preferred Conversion Shares and the COES Warrants Warrant Shares, will be imprinted with a legend, subject to Section 5.7 below, legend that prohibits the transfer thereof of such securities unless (Ii) they are it is registered or such registration is not requiredrequired 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, if the Parent Company shall so request in writing, and an opinion of counsel reasonably satisfactory to the Parent Company is obtained to the effect that the transaction is so exempt.

Registration or Exemption Requirements. Purchaser further acknowledges and understands that the COES Preferred Debentures or the Conversion Shares and the COES Warrants 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 certificate(s) evidencing Debentures and, if converted or exercised as the COES Preferred case may be, the Conversion Shares and the COES Warrants will be imprinted with a legend, subject to Section 5.7 below, legend that prohibits the transfer thereof of such securities unless (Ii) they are it is registered or such registration is not requiredrequired 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, if the Parent Company shall so request in writing, and Purchaser provides an opinion of counsel to the Company, which opinion and which counsel shall be reasonably satisfactory to the Parent Company is obtained to the effect that the transaction is so exempt.