Common use of Limitation on Sales, etc Clause in Contracts

Limitation on Sales, etc. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the "Act"), and agrees not to sell, assign, pledge, hypothecate, distribute, offer for sale, transfer or otherwise dispose of ("Transfer") this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such Warrant Stock and the registration or qualification of this Warrant and such Warrant Stock, or (b) a determination by such holder accompanied by a written opinion of counsel reasonably satisfactory to the Company that such registration and qualification are not required. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect. In addition, the Registered Holder may not Transfer this Warrant in whole or part, or of the Warrant Stock, except in accordance with the terms of that certain Stockholders' Agreement (the "Stockholders' Agreement") of even date herewith, by and among the Company, the Registered Holder, and the other persons named therein.