Common use of Certain Transfer Restrictions Clause in Contracts

Certain Transfer Restrictions. (a) Any attempted Transfer that is prohibited by this Section 2.3 and not approved by majority vote of the Board shall be null and void ab initio and shall not be effective to Transfer any Warrants. The Company may seek any remedy available to it at law, in equity or otherwise, including an injunction prohibiting any such Transfer, to enforce the provisions of this Section 2.3. (b) No Holder shall effect any Transfer of all or any portion of the Warrants held by such Holder, unless and until (i) such Holder shall have provided executed copies of the Assignment Form and the Joinder, in each case in the form attached to the Warrant Certificates and completed by the prospective transferee and (ii) if requested by the Company within ten (10) days of receiving the Assignment Form and the Joinder, such Holder shall have furnished the Company with an opinion of counsel reasonably satisfactory to the Company that such disposition will not require registration of such Warrants under the Securities Act. (c) Subject to Section 2.3(b), a Holder may Transfer his, her or its Warrant Certificates by written application to the Company stating the name of the proposed transferee and otherwise complying with the terms of this Agreement and all applicable Laws. No such Transfer shall be effected until, and such transferee shall succeed to the rights of such Holder only upon, final acceptance and registration of the transfer by the Company in the register in accordance with this Agreement. Prior to due presentation for registration of transfer, the Company and any agent of the Company may deem and treat the Person in whose name the Warrant Certificates are registered as the absolute owner thereof for all purposes (notwithstanding any notation of ownership or other writing thereon made by anyone), and the Company shall not be affected by any notice to the contrary or be bound to recognize any equitable or other claim to or an interest in any Warrants on the part of any other Person and shall not be liable for any registration of transfer of Warrant Certificates that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer or with such knowledge of such facts that its participation therein amounts to bad faith. When Warrant Certificates are presented to the Company with a request to register the transfer thereof or to exchange them for an equal number of Warrant Certificates of other authorized denominations, the Company shall register the transfer or make the exchange as requested if the requirements of this Agreement for such transaction are met, and shall execute any Warrant Certificates necessary to reflect such transfer or exchange. No service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any registration of transfer of Warrant Certificates. (d) Except as otherwise provided in this Section 2.3, all Warrant Certificates issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for registration of transfer or exchange. (e) The Board shall have the power to determine, in its sole and absolute discretion, all matters related to this Section 2.3, including matters necessary or desirable to administer or to determine compliance with this Section 2.3 and, absent manifest error, the determinations of the Board shall be final and binding on the Company and the Holder.

Certain Transfer Restrictions. (a) Any attempted Transfer that is prohibited by this Section 2.3 The Notes have not been and will not approved by majority vote be registered under the Securities Act and will not be listed on any exchange. No registration of the Board a transfer of a Note shall be null and void ab initio and shall not be effective to Transfer any Warrants. The Company may seek any remedy available to it at law, in equity or otherwise, including an injunction prohibiting any such Transfer, to enforce the provisions of this Section 2.3. (b) No Holder shall effect any Transfer of all or any portion of the Warrants held by such Holder, made unless and until (i) such Holder shall have provided executed copies of transfer is made pursuant to an effective registration statement under the Assignment Form Securities Act and the Joinder, in each case in the form attached to the Warrant Certificates and completed by the prospective transferee and any applicable state securities laws or (ii) if requested by (A) such transfer is exempt from the Company within ten (10) days of receiving the Assignment Form and the Joinder, such Holder shall have furnished the Company with an opinion of counsel reasonably satisfactory to the Company that such disposition will not require registration of such Warrants requirements under the Securities Act. Act and such state securities laws and (cB) Subject to Section 2.3(b), a Holder may Transfer his, her or its Warrant Certificates the Registrar either (x) is notified by written application to the Company stating such transferee that such Note shall be registered in the name of the proposed transferee Clearing Agency or its nominee and otherwise complying with the terms of this Agreement and all applicable Laws. No such Transfer shall be effected until, held by such transferee in book-entry form through the Clearing Agency or (y) receives written certification from such Holder and such Holder's prospective transferee shall succeed substantially in the form of Exhibit A to the rights of such Holder only upon, final acceptance and registration Offering Memorandum setting forth the basis of the transfer by the Company exemption from such registration requirements. If an election is made to hold a Note in the register in accordance with this Agreement. Prior to due presentation for registration of transferbook-entry form, the Company and any agent of the Company may deem and treat the Person in whose name the Warrant Certificates are registered as the absolute owner thereof for all purposes (notwithstanding any notation of ownership or other writing thereon made by anyone), and the Company Note shall not be affected by any notice to the contrary or be bound to recognize any equitable or other claim to or an interest in any Warrants on the part of any other Person and shall not be liable for any registration of transfer of Warrant Certificates that are registered or to be registered in the name of a fiduciary or nominee designated by the nominee of a fiduciary unless made Clearing Agency (and may be aggregated as to denominations with actual knowledge that a fiduciary or nominee is committing a breach of trust other Notes held by the Clearing Agency). With respect to Notes held in requesting such registration of transfer or book-entry form: (i) the Note Registrar and the Indenture Trustee will be entitled to deal with such knowledge of such facts that its participation therein amounts to bad faith. When Warrant Certificates are presented to the Company with a request to register the transfer thereof or to exchange them Clearing Agency for an equal number of Warrant Certificates of other authorized denominations, the Company shall register the transfer or make the exchange as requested if the requirements all purposes of this Agreement for such transaction are metIndenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall execute have no obligation to the Note Owners; (ii) the rights of Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement; (iii) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (iv) without the consent of the Issuer and the Indenture Trustee, no such Note may be transferred by the Clearing Agency except to a successor Clearing Agency that agrees to hold such Note for the account of the Owners or except upon the election of the Owner thereof or a subsequent transferee to hold such Note in physical form. Neither the Indenture Trustee nor the Registrar shall have any Warrant Certificates necessary responsibility to reflect such transfer monitor or exchange. No service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but restrict the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any registration of transfer of Warrant Certificates. (d) Except as otherwise provided beneficial ownership in this Section 2.3, all Warrant Certificates issued upon any registration of transfer or exchange of Warrants shall be Note an interest in which is transferable through the valid obligations facilities of the CompanyClearing Agency. Each Note shall bear legends in substantially the following form: THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, evidencing the same obligationsAS AMENDED (THE "SECURITIES ACT"), and entitled to the same benefits under this AgreementOR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS NOTE THE HOLDER OF THIS NOTE (A) IS DEEMED TO REPRESENT TO THE ISSUER AND THE INDENTURE TRUSTEE (i) THAT IT IS AN INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), as the Warrant Certificates surrendered for registration of transfer or exchange. (e2), (3) The Board shall have the power to determineOR (7) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") AND THAT IT IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE INSTITUTIONAL ACCREDITED INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT AND NOT WITH A VIEW TO, in its sole and absolute discretionOR FOR OFFER OR SALE IN CONNECTION WITH, all matters related to this Section 2.3THE PUBLIC DISTRIBUTION HEREOF OR (ii) THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS). NO SALE, including matters necessary or desirable to administer or to determine compliance with this Section 2.3 andPLEDGE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, absent manifest errorPLEDGE OR OTHER TRANSFER IS MADE TO THE ISSUER, the determinations of the Board shall be final and binding on the Company and the Holder.(ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO AN INSTITUTIONAL