Common use of Transfer or Sale Clause in Contracts

Transfer or Sale. The Investor understands that except as contemplated by the Registration Rights Agreement (as hereinafter defined) (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws; (ii) the Securities may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (iii) any sale of the Securities made in reliance on Rule 144 under the Securities Act (or any successor thereto, “Rule 144”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iv) neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Sale. The Investor understands that except as contemplated by provided in the Registration Rights Agreement (as hereinafter defined) (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws; , (ii) the ii)the Securities may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (iii) any sale of the Securities made in reliance on Rule 144 under the Securities Act (or any successor thereto, “Rule 144”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller Investor (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iv) neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Sale. The Investor Buyer understands that except as contemplated by provided in the Registration Rights Agreement (as hereinafter defineddefined in Section 4(a) hereof): (i) the Securities Purchase Shares have not been and are not being registered under the Securities 1933 Act or any state securities laws; (ii) the Securities , and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered pursuant to the Securities Act thereunder or (B) an exemption exists permitting such Securities Purchase Shares to be sold, assigned or transferred without such registration; (iiiii) any sale of the Securities made in reliance on Rule 144 under the Securities Act (or any successor thereto, “Rule 144”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Purchase Shares Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act0000 Xxx) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC Securities and Exchange Commission (the “SEC”) thereunder; and (iviii) neither the Company nor any other person is under any obligation to register the Securities under the Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Transfer or Sale. The Investor understands that except as contemplated by provided in the Registration Rights Agreement (as hereinafter defined) (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws; (iilaws,(ii) the Securities may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (iii) any sale of the Securities made in reliance on Rule 144 under the Securities Act (or any successor thereto, “Rule 144”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or Investor(or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; , and (iv) neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.