Common use of Negotiability and Ownership Clause in Contracts

Negotiability and Ownership. The Warrants represented hereby --------------------------- shall not be transferable by the Holder or his permitted assigns during their term except (a) to persons who demonstrate to the reasonable satisfaction of the Company that they are "accredited investors" within the meaning of Regulation D promulgated under the Securities Act and who deliver to the Company warranties and representations substantially to the same effect as those set forth in Section 6.02 hereof or ------------ otherwise reasonably appropriate to demonstrate compliance with the Securities Act, (b) in the case of an individual, pursuant to such individual's last will and testament or the laws of descent and distribution, or (c) to any underwriter in connection with an underwritten public offering in which such Warrants will be exercised by such underwriters prior to or concurrently with the sale of the Warrant Shares to the public and, in any of the foregoing cases, only in compliance with the Securities Act. Any attempted transfer in contravention of this Section 5.01 shall be null and void. Any such transferee may be required to ------------ execute an investment letter containing representation and warranties as to his or her investment intent, financial sophistication and ability to bear the risk of any investment in the Warrants or the Warrant Shares, and containing substantially similar warranties and representations to those contained in Section 6.02 hereof before any such transfer shall be given effect. Further, the ------------ Company may condition any such transfer on the execution by the transferee of a joinder agreement to the Company's Amended and Restated Registration Rights Agreement in the same form as was binding against the Holder who transferred such Warrants.

Negotiability and Ownership. The Warrants represented --------------------------- hereby --------------------------- shall not be transferable by the Holder or his permitted assigns during their term except (a) to persons who demonstrate to the reasonable satisfaction of the Company that they are "accredited investors" within the meaning of Regulation D promulgated under the Securities Act and who deliver to the Company warranties and representations substantially to the same effect as those set forth in Section 6.02 hereof or ------------ otherwise reasonably appropriate to demonstrate compliance with the Securities Act, (b) in the case of an individual, pursuant to such individual's last will and testament or the laws of descent and distribution, or (c) to any underwriter in connection with an underwritten public offering in which such Warrants will be exercised by such underwriters prior to or concurrently with the sale of the Warrant Shares to the public and, in any of the foregoing cases, only in compliance with the Securities Act. Any attempted transfer in contravention of this Section 5.01 shall be null and void. Any such transferee may be required to ------------ execute an investment letter containing representation and warranties as to his or her investment intent, financial sophistication and ability to bear the risk of any investment in the Warrants or the Warrant Shares, and containing substantially similar warranties and representations to those contained in Section 6.02 hereof before any such transfer shall be given effect. Further, the ------------ Company may condition any such transfer on the execution by the transferee of a joinder agreement to the Company's Amended and Restated Registration Rights Agreement in the same form as was binding against the Holder who transferred such Warrants.