Common use of Limitations on Transfers Clause in Contracts

Limitations on Transfers. In addition to the rights of transfer under Section 14(a), each Holder, subject to the provisions of subsections 14(c), (d) and (e) below, shall be permitted to transfer any Warrants or Warrant Shares (and the rights relating thereto under this Agreement and the other Warrant Documents) to any other Person; provided that: (i) such transfer is made pursuant to a registration statement under the 1933 Act or Rule 144 promulgated under the 1933 Act; or (ii) such transfer is made to a Person other than a Permitted Transferee pursuant to an exemption from the registration requirements of the 1933 Act; provided, that if such transfer is being made pursuant to an exemption from such registration requirements, then: (A) if requested by the Company, counsel for such Holder (which counsel may be internal counsel), shall furnish to the Company an opinion to the effect that such transfer is being made pursuant such an exemption; (B) the applicable transferee (or, in the case of an account manager, the managed account on behalf of which the account manager is acting) is an "accredited investor" as defined in Regulation D promulgated under the 1933 Act; and (C) such transferee represents to the Company in writing that it is acquiring such Warrants or Warrant Shares solely for its own account (or in the case of account managers, on behalf of managed accounts) and not as nominee or agent for any other Person (other than for such managed accounts, if applicable) and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the 1933 Act), without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of said Warrants or Warrant Shares pursuant to a registration statement under the 1933 Act or pursuant to an exemption from the registration requirements of the 1933 Act, and subject, nevertheless, to the disposition of its property being at all times within its control.

Limitations on Transfers. In addition to the rights of transfer under Section 14(a), each Holder, subject to the provisions of subsections 14(c), (d) and (e) below, shall be permitted to transfer any Warrants or Warrant Shares (and the rights relating thereto under this Agreement and the other Warrant Documents) to any other Person; provided PROVIDED that: (i) such transfer is made pursuant to a registration statement under the 1933 Act or Rule 144 promulgated under the 1933 Act; or (ii) such transfer is made to a Person other than a Permitted Transferee pursuant to an exemption from the registration requirements of the 1933 Act; providedPROVIDED, that if such transfer is being made pursuant to an exemption from such registration requirements, then: (A) if requested by the Company, counsel for such Holder (which counsel may be internal counsel), shall furnish to the Company an opinion to the effect that such transfer is being made pursuant such an exemption; (B) the applicable transferee (or, in the case of an account manager, the managed account on behalf of which the account manager is acting) is an "accredited investor" as defined in Regulation D promulgated under the 1933 Act; and (CB) such transferee represents to the Company in writing that it is acquiring such Warrants or Warrant Shares solely for its own account (or in the case of account managers, on behalf of managed accounts) and not as nominee or agent for any other Person (other than for such managed accounts, if applicable) and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the 1933 Act), without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of said Warrants or Warrant Shares pursuant to a registration statement under the 1933 Act or pursuant to an exemption from the registration requirements of the 1933 Act, and subject, nevertheless, to the disposition of its property being at all times within its control.

Limitations on Transfers. In addition to the rights of transfer under Section 14(a13(a), each Holder, subject to the provisions of subsections 14(c), (d) and (e13(c) below, shall be permitted to transfer any Warrants or Warrant Shares (and the rights relating thereto under this Agreement and the other Warrant Documents) to any other Person; provided that: (i) such transfer is made pursuant to a registration statement under the 1933 Act or Rule 144 promulgated under the 1933 Act; or (ii) such transfer is made to a Person other than a Permitted Transferee pursuant to an exemption from the registration requirements of the 1933 Act; provided, that if such transfer is being made pursuant to an exemption from such registration requirements, then: (A) if requested by the Company, counsel for such Holder (which counsel may be internal counsel), shall furnish to the Company an opinion to the effect that such transfer is being made pursuant such an exemption; (B) the applicable transferee (or, in the case of an account manager, the managed account on behalf of which the account manager is acting) is an "accredited investor" as defined in Regulation D promulgated under the 1933 Act; and (CB) such transferee represents to the Company in writing that it is acquiring such Warrants or Warrant Shares solely for its own account (or in the case of account managers, on behalf of managed accounts) and not as nominee or agent for any other Person (other than for such managed accounts, if applicable) and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the 1933 Act), without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of said Warrants or Warrant Shares pursuant to a registration statement under the 1933 Act or pursuant to an exemption from the registration requirements of the 1933 Act, and subject, nevertheless, to the disposition of its property being at all times within its control.

Limitations on Transfers. In addition to the rights of transfer under Section 14(a), each Holder, subject to the provisions of subsections 14(c), (d) and (e) below, shall be permitted to transfer any Warrants or Warrant Shares (and the rights relating thereto under this Agreement and the other Warrant Documents) to any other Person; provided that: (i) such transfer is made pursuant Investor shall not, directly or indirectly, offer, sell, pledge, transfer, or otherwise dispose of (or solicit any offers to buy, take a registration statement under pledge of or otherwise receive or acquire) any Shares except in compliance with this Agreement, the 1933 Act Company’s articles of incorporation and bylaws and any applicable state or Rule 144 federal securities laws, including rules and regulations promulgated under the 1933 Act; orthereunder. (ii) such transfer Investor acknowledges and agrees that, during the period in which the Company is made to a Person other than a Permitted Transferee pursuant to an exemption from the registration requirements offering and selling securities that are part of the 1933 Act; providedsame issue as the Shares and for a period of twelve (12) months thereafter, the Investor shall not sell or transfer any Shares. (iii) Investor acknowledges that any certificate representing the Shares (or, if such the Shares are uncertificated, any notice of issuance for the Shares), including any certificate issued (or notice of issuance delivered) upon any transfer is being made pursuant to an exemption from such registration requirementsof the Shares, thenwill bear the following legends: (A) if requested by the Company“THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, counsel for such Holder AS AMENDED (which counsel may be internal counselTHE “ACT”), shall furnish to the Company an opinion to the effect that such transfer is being made pursuant such an exemption;AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.” (B) the applicable transferee (or“THE SECURITIES REFERENCED HEREIN MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER THEREOF, in the case of an account manager, the managed account on behalf of which the account manager is acting) is an "accredited investor" as defined in Regulation D promulgated under the 1933 Act; and (C) such transferee represents to the Company in writing that it is acquiring such Warrants or Warrant Shares solely for its own account (or in the case of account managers, on behalf of managed accounts) and not as nominee or agent for any other Person (other than for such managed accounts, if applicable) and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the 1933 Act), without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of said Warrants or Warrant Shares pursuant to a registration statement under the 1933 Act or pursuant to an exemption from the registration requirements of the 1933 Act, and subject, nevertheless, to the disposition of its property being at all times within its controlA COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY AT NO CHARGE.”

Limitations on Transfers. In addition to the rights of transfer under Section 14(a16(a), each Holder, subject to the provisions of subsections 14(c)16(c) below and the Equityholders, (d) and (e) belowAgreement, shall be permitted to transfer any Warrants or Warrant Shares (and the rights relating thereto under this Agreement and the other Warrant Documents) to any other Person; provided that: (i) such transfer is made pursuant to a registration statement under the 1933 Act or Rule 144 promulgated under the 1933 Act; or (ii) such transfer is made to a Person other than a Permitted Transferee pursuant to an exemption from the registration requirements of the 1933 Act; provided, provided that if such transfer is being made pursuant to an exemption from such registration requirements, then: (A) if requested by the Company, counsel for such Holder (which counsel may be internal counsel), shall furnish to the Company an opinion to the effect that such transfer is being made pursuant such an exemption; (B) the applicable transferee (or, in the case of an account manager, the managed account on behalf of which the account manager is acting) is an "accredited investor" as defined in Regulation D promulgated under the 1933 Act; and (CB) such transferee represents to the Company in writing that it is acquiring such Warrants or Warrant Shares solely for its own account (or in the case of account managers, on behalf of managed accounts) and not as nominee or agent for any other Person (other than for such managed accounts, if applicable) and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the 1933 Act), without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of said Warrants or Warrant Shares pursuant to a registration statement under the 1933 Act or pursuant to an exemption from the registration requirements of the 1933 Act, and subject, nevertheless, to the disposition of its property being at all times within its control.