Common use of Limitation on Sales, etc Clause in Contracts

Limitation on Sales, etc. The Holder, and each subsequent holder of this Warrant, if any, acknowledges that this Warrant and the underlying shares of Common Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "ACT"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Stock issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such underlying shares of Common Stock and registration or qualification of this Warrant or such underlying shares of Common Stock under any applicable Blue Sky or state securities laws then in effect, or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Common Stock to be issued upon the particular exercise of the Warrant shall have been effectively registered under the Act, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the registered Holder shall have executed an investment letter in form and substance reasonably satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment, and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the registered Holder shall be bound by the provisions of a legend to such effect on the certificate(s) representing the Common Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Common Stock hereunder until completion of any action or obtaining of any consent which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws), PROVIDED that the Company shall use all reasonable efforts in good faith to diligently pursue completion of such action or the receipt of such consent.

Limitation on Sales, etc. The Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the underlying shares of Common Warrant Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "ACTAct"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such underlying shares of Common and the Warrant Stock issued upon its exercise and registration or qualification of this Warrant or such underlying shares of Common Warrant Stock under any applicable Blue Sky or state securities laws law then in effect, or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Common Warrant Stock to be issued upon the particular exercise of the Warrant shall have been effectively registered under the Act, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the registered Registered Holder shall have executed an investment letter in form and substance reasonably satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment, investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the registered Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Common Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Common Warrant Stock hereunder until completion of any action or obtaining of any consent which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws), PROVIDED that the Company shall use all reasonable efforts in good faith issued pursuant to diligently pursue completion of such action or the receipt of such consentexercise.

Limitation on Sales, etc. The Holder, and each subsequent holder of this Warrant, if any, acknowledges that this Warrant and the underlying shares of Common Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "ACTAct"), and agrees not to --- sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Stock issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such underlying shares of Common Stock and registration or qualification of this Warrant or such underlying shares of Common Stock under any applicable Blue Sky or state securities laws then in effect, or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Common Stock to be issued upon the particular exercise of the Warrant shall have been effectively registered under the Act, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the registered Holder shall have executed an investment letter in form and substance reasonably satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment, and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the registered Holder shall be bound by the provisions of a legend to such effect on the certificate(s) representing the Common Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Common Stock hereunder until completion of any action or obtaining of any consent which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws), PROVIDED provided that the Company shall use all reasonable efforts in good faith -------- to diligently pursue completion of such action or the receipt of such consent.

Limitation on Sales, etc. The Holder, and each subsequent holder of this Warrant, if any, acknowledges that this Warrant and the underlying shares of Common Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "ACTAct"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Stock issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such underlying shares of Common Stock and registration or qualification of this Warrant or such underlying shares of Common Stock under any applicable Blue Sky or state securities laws then in effect, or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Common Stock to be issued upon the particular exercise of the Warrant shall have been effectively registered under the Act, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the registered Holder shall have executed an investment letter in form and substance reasonably satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment, investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the registered Holder shall be bound by the provisions of a legend to such effect on the certificate(s) representing the Common Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Common Stock hereunder until completion of any action or obtaining of any consent consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws), PROVIDED provided that the Company shall use be using all reasonable efforts in good faith to diligently pursue completion of such action or the receipt of such consent.

Limitation on Sales, etc. The Holder, and each subsequent holder of this Warrant, if any, acknowledges that this Warrant and the underlying shares of Common Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "ACTAct"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Stock issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such underlying shares of Common Stock and registration or qualification of this Warrant or such underlying shares of Common Stock under any applicable Blue Sky or state securities laws then in effect, or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Common Stock to be issued upon the particular exercise of the Warrant shall have been effectively registered under the Act, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the registered Holder shall have executed an investment letter in form and substance reasonably satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment, and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the registered Holder shall be bound by the provisions of a legend to such effect on the certificate(s) representing the Common Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Common Stock hereunder until completion of any action or obtaining of any consent consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws), PROVIDED provided that the Company shall use all reasonable efforts in good faith -------- to diligently pursue completion of such action or the receipt of such consent.

Limitation on Sales, etc. The Holder, and each subsequent Each holder of this WarrantWarrant acknowledges that, if anynotwithstanding the provisions of Section 5 hereof, acknowledges that this Warrant and the underlying shares of Common Warrant Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "ACT")legislation, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such underlying shares of Common and the Warrant Stock issued upon its exercise and registration or qualification of this Warrant or such underlying shares of Common Warrant Stock under any applicable Blue Sky or state securities laws law then in effect, or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Common Warrant Stock to be issued upon the particular exercise of the Warrant shall have been effectively registered under the Act, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the registered Registered Holder shall have executed an investment letter in form and substance reasonably satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment, investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the registered Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Common Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Common Warrant Stock hereunder until completion of any action or obtaining of any consent which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws), PROVIDED that the Company shall use all reasonable efforts in good faith issued pursuant to diligently pursue completion of such action or the receipt of such consentexercise.

Limitation on Sales, etc. The Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the underlying shares of Common Warrant Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "ACTAct"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such underlying shares of Common and the Warrant Stock issued upon its exercise and registration or qualification of this Warrant or such underlying shares of Common Warrant Stock under any applicable Blue Sky or state securities laws law then in effect, or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Notwithstanding the foregoing, the holder acknowledges that it may not sell the Warrant or any Warrant Shares until one year after the Effective Date without the prior written consent of GKN; provided, however, that, if necessary for the Common Stock to obtain Nasdaq listing, and with GKN's consent, such restriction on sale of the Warrants and Warrant Shares may be made unconditional and extended up to one additional year. Without limiting the generality of the foregoing, unless the offering and sale of the Common Warrant Stock to be issued upon the particular exercise of the Warrant shall have been effectively registered under the Act, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the registered Registered Holder shall have executed an investment letter in form and substance reasonably satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment, investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event a legend in substantially the registered Holder following form shall be bound by the provisions of a legend to such effect on endorsed upon the certificate(s) representing the Common Stock. In additionWarrant Stock issued pursuant to such exercise: The securities represented by this certificate have not been registered under the Securities Act of 1933, without limiting the generality of the foregoingas amended ("Act"), the Company may delay issuance of the Common Stock hereunder until completion of any action or obtaining of any consent which the Company deems necessary under any applicable law (including without limitation state securities laws and may not be offered or "blue sky" sold except pursuant to (i) an effective registration statement under the Act and such state securities laws, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), PROVIDED or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to the Corporation, that an exemption from registration under the Company shall use all reasonable efforts in good faith to diligently pursue completion of Act and such action or the receipt of such consentstate securities laws is available.

Limitation on Sales, etc. The Holder, and each subsequent (a) Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the underlying shares of Common Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "ACT")Act, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Stock Shares issued upon its exercise in the absence of (ai) an effective registration statement under the Act as to this Warrant or such underlying shares of Common Stock Shares and registration or qualification of this Warrant or such underlying shares of Common Stock Shares under any applicable Blue Sky or state securities laws or “blue sky” law then in effect, or (bii) the delivery to the Company of an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Without limiting the generality of . (b) Notwithstanding the foregoing, unless no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the offering and sale estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the Common Stock estate of any such member or retired member, provided that the transferee in each case agrees in writing to be issued upon subject to the particular exercise terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Warrant Act. (c) Each certificate representing Shares shall bear a legend substantially in the following form: “These Shares have not been effectively registered under the Securities Act of 1933, as amended (the “Act”), the Company shall be under no obligation to issue the shares covered by such exercise unless and until the registered Holder shall have executed an investment letter in form and substance reasonably satisfactory to the Companyor any state securities laws, including a warranty at the time of such exercise that it is acquiring such shares for its own account, has been acquired for investment, and may not be sold, pledged, hypothecated or otherwise transferred unless a registration statement under the Act and applicable state law is in effect with a view to, regard thereto or for sale in connection with, the distribution of any unless an exemption from such shares, in which event the registered Holder registration is available.” The foregoing legend shall be bound by removed from the provisions certificates representing any Shares, at the request of a legend the holder thereof, at such time as they become eligible for resale pursuant to such effect on Rule 144(k) under the certificate(sAct. (d) representing the Common Stock. In addition, without limiting the generality of the foregoing, the Company may delay for not more than thirty (30) days issuance of the Common Stock hereunder Shares until completion of any action or obtaining of any consent which consent, which, in the Company deems necessary opinion of counsel to the Company, is required under any applicable law (including without limitation state securities or "“blue sky" ” laws), PROVIDED provided that the Company shall use all reasonable its best efforts in good faith to diligently pursue completion of complete such action or the receipt of obtain such consentconsent as soon as possible.

Limitation on Sales, etc. The Holder, and each subsequent holder of this Warrant, if any, acknowledges that this Warrant and the underlying shares of Common Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "ACTAct"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Common Stock issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such underlying shares of Common Stock and registration or qualification of this Warrant or such underlying shares of Common Stock under any applicable Blue Sky or state securities laws then in effect, or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Common Stock to be issued upon the particular exercise of the Warrant shall have been effectively registered under the Act, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the registered Holder shall have executed an investment letter in form and substance reasonably satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment, and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the registered Holder shall be bound by the provisions of a legend to such effect on the certificate(s) representing the Common Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Common Stock hereunder until completion of any action or obtaining of any consent which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws), PROVIDED provided that the Company shall use all reasonable efforts in good faith to diligently pursue completion of such action or the receipt of such consent.