Common use of Ownership and Transfer Restrictions Clause in Contracts

Ownership and Transfer Restrictions. (a) Notwithstanding any other provisions of this Global Warrant Certificate, Warrants may not be Transferred (as defined herein) to any Person or group or exercised, unless each of the following conditions is satisfied: (i) upon consummation of such Transfer or exercise, as applicable, such Person or group would not be in violation of the Ownership Limitations (as defined herein), (ii) neither the transferee nor any of its affiliates or related parties is a Competitor (as defined herein) of the Company and its subsidiaries in the Atlantic City market, (iii) such Transfer or exercise, as applicable, is to a person that is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) pursuant to an exemption from the registration requirements of the federal or state securities laws (or in a transaction not covered by these laws), and (iv) upon consummation of such transfer or exercise, as applicable, the Warrants and the shares of Common Stock would not be held or beneficially owned by 500 or more Persons or would otherwise require the Company to register the Warrants or shares of Common Stock pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), unless for purposes of this clause (iv) the Warrants and the shares of Common Stock are already then registered pursuant to the Exchange Act ((i), (ii), (iii) and (iv) collectively, the “Transfer Restrictions”).