Common use of Restrictions on Transfer of Warrant Shares Clause in Contracts

Restrictions on Transfer of Warrant Shares. (a) Warrant Shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of except in accordance with applicable federal and state securities laws. (b) Unless the Warrant Shares have been registered under the Act, or are exempt from registration, upon exercise of the Warrant or any portion thereof and the issuance of any Warrant Shares, all certificates representing Warrant Shares shall bear on the face thereof substantially the following legend: THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE OFFERED OR SOLD OR TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT WHICH, EXCEPT IN THE CASE OF AN EXEMPTION PURSUANT TO RULE 144 UNDER SAID ACT, IS CONFIRMED IN A LEGAL OPINION SATISFACTORY TO THE COMPANY. The Investor agrees and acknowledges that this Warrant is being purchased for its own account, for investment purposes only, and not for the account of any other person, and not with a view to distribution, assignment, pledge or resale to others or to fractionalization in whole or in part. The Investor further represents, warrants and agrees as follows: no other person has or will have a direct or indirect beneficial interest in this Warrant and the Investor will not sell, hypothecate or otherwise transfer the Warrant except in accordance with the Act thereunder and applicable state securities laws or unless, in the opinion of counsel for the Investor acceptable to the Company, an exemption from the registration requirements of the Act and such laws is available.

Restrictions on Transfer of Warrant Shares. (a) Investor hereby agrees that Investor shall sell not, transfer, assign or distribute, either directly or indirectly, any of the Warrant Shares may other than in accordance with and pursuant to the Securities Act and any exemptions from registration thereunder, including without limitation, Rule 144 or Regulation S. Notwithstanding the foregoing, Investor agrees that Investor will not transfer, assign or distribute, either directly or indirectly, any of the Warrant Shares pursuant to an exemption from registration under the Securities Act and any applicable State securities laws unless all appropriate action necessary for compliance with such exemption (including Rule 144 promulgated under the Securities Act) shall have been taken. Any transferee of the Warrant Shares must agree in writing to comply with the provisions of this Section 6(a) with respect to any resale or other disposition of such securities. (b) The Company shall not be required to: (i) transfer on its books any Warrant Shares that have been sold, transferred, pledgedassigned or distributed in violation of the provisions of Section 6(a), hypothecated or (ii) treat as the owner of the Warrant Shares, or otherwise disposed to accord voting or dividend rights to, any transferee to whom Warrant Shares have been transferred in contravention of except in accordance with applicable federal and state securities lawsthis Agreement. (bc) Unless the Warrant Shares have been registered under the Securities Act, or are exempt from registration, upon exercise of the Warrant or any portion thereof and the issuance of any Warrant Shares, all certificates representing Warrant Shares shall bear on the face thereof substantially the following legend: THESE THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH , OR UNDER SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AS APPLICABLE, AND MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR SOLD HYPOTHECATED OR TRANSFERRED OTHERWISE DISPOSED OF EXCEPT (A) IN ACCORDANCE WITH THE UNITED STATES PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, (B) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND APPROPRIATE QUALIFICATION UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE, OR (C) PURSUANT TO U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT WHICH, AND ANY APPLICABLE STATE SECURITIES LAWS. NO HEDGING TRANSACTIONS INVOLVING THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE CASE OF AN EXEMPTION PURSUANT TO RULE 144 UNDER SAID SECURITIES ACT, IS CONFIRMED IN A LEGAL OPINION SATISFACTORY TO THE COMPANY. The Investor agrees and acknowledges that this Warrant is being purchased for its own account, for investment purposes only, and not for the account of any other person, and not with a view to distribution, assignment, pledge or resale to others or to fractionalization in whole or in part. The Investor further represents, warrants and agrees as follows: no other person has or will have a direct or indirect beneficial interest in this Warrant and the Investor will not sell, hypothecate or otherwise transfer the Warrant except in accordance with the Securities Act thereunder and applicable state securities laws or unless, in the opinion of counsel for the Investor acceptable to the Company, an exemption from the registration requirements of the Securities Act and such laws is available; and that Investor is an "accredited investor" under the Securities Act.

Restrictions on Transfer of Warrant Shares. (a) Warrant Shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of except as follows: (i) to a person who, in accordance the opinion of counsel to the Company, is a person to whom the Warrant Shares may legally be transferred without registration and without the delivery of a current prospectus under the Act with applicable federal respect thereto, and state securities lawsthen only against receipt of the written agreement of such person to comply with the provisions of this Section 6(a) with respect to any resale or other disposition of such securities; or (ii) to any person upon the effectiveness of the Company's Registration Statement on Form S-3 to be filed pursuant to that certain Registration Rights Agreement (the "Registration Rights Agreement"), dated of even date herewith, between the Company and the Investor. (b) Unless the Warrant Shares have been registered under the Act, or are exempt from registration, upon exercise of the Warrant or any portion thereof and the issuance of any Warrant Shares, all certificates representing Warrant Shares shall bear on the face thereof substantially the following legend: THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE OFFERED OR SOLD OR TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT WHICH, EXCEPT IN THE CASE OF AN EXEMPTION PURSUANT TO RULE 144 UNDER SAID ACT, IS CONFIRMED IN A LEGAL OPINION SATISFACTORY TO THE COMPANY. The Investor agrees and acknowledges that this Warrant is being purchased for its own account, for investment purposes only, and not for the account of any other person, and not with a view to distribution, assignment, pledge or resale to others or to fractionalization in whole or in part. The Investor further represents, warrants and agrees as follows: no other person has or will have a direct or indirect beneficial interest in this Warrant and the Investor will not sell, hypothecate or otherwise transfer the Warrant except in accordance with the Act thereunder and applicable Bank Insigner de Beaufort state securities laws or unless, in the opinion of counsel for the Investor acceptable to the Company, an exemption from the registration requirements of the Act and such laws is available.

Restrictions on Transfer of Warrant Shares. (a) Warrant Shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of except as follows: (i) to a person who, in accordance the opinion of counsel to the Company, is a person to whom the Warrant Shares may legally be transferred without registration and without the delivery of a current prospectus under the Act with applicable federal respect thereto, and state securities lawsthen only against receipt of the written agreement of such person to comply with the provisions of this Section 6(a) with respect to any resale or other disposition of such securities; or (ii) to any person upon the effectiveness of the Company's Registration Statement on Form S-3 to be filed pursuant to that certain Registration Rights Agreement (the "Registration Rights Agreement"), dated of even date herewith, between the Company and the Investor. (b) Unless the Warrant Shares have been registered under the Act, or are exempt from registration, upon exercise of the Warrant or any portion thereof and the issuance of any Warrant Shares, all certificates representing Warrant Shares shall bear on the face thereof substantially the following legend: THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE OFFERED OR SOLD OR TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT WHICH, EXCEPT IN THE CASE OF AN EXEMPTION PURSUANT TO RULE 144 UNDER SAID ACT, IS CONFIRMED IN A LEGAL OPINION SATISFACTORY TO THE COMPANY. The Investor agrees and acknowledges that this Warrant is being purchased for its own account, for investment purposes only, and not for the account of any other person, and not with a view to distribution, assignment, pledge or resale to others or to fractionalization in whole or in part. The Investor further represents, warrants and agrees as follows: no other person has or will have a direct or indirect beneficial interest in this Warrant and the Investor will not sell, hypothecate or otherwise transfer the Warrant except in accordance with the Act thereunder and applicable state securities laws or unless, in the opinion of counsel for the Investor acceptable to the Company, an exemption from the registration requirements of the Act and such laws is available.

Restrictions on Transfer of Warrant Shares. (a) Warrant Shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of except as follows: (i) to a person who, in accordance the opinion of counsel to the Company, is a person to whom the Warrant Shares may legally be transferred without registration and without the delivery of a current prospectus under the Act with applicable federal respect thereto, and state securities lawsthen only against receipt of the written agreement of such person to comply with the provisions of this Section 6(a) with respect to any resale or other disposition of such securities; or (ii) to any person upon the effectiveness of the Company's Registration Statement on Form S-3 to be filed pursuant to that certain Registration Rights Agreement (the "Registration Rights Agreement"), dated of even date herewith, between the Company and the Investor. (b) Unless the Warrant Shares have been registered under the Act, or are exempt from registration, upon exercise of the Warrant or any portion thereof and the issuance of any Warrant Shares, all certificates representing Warrant Shares shall bear on the face thereof substantially the following legend: THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE OFFERED OR SOLD OR TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT WHICH, EXCEPT IN THE CASE OF AN EXEMPTION PURSUANT TO RULE 144 UNDER SAID ACT, IS CONFIRMED IN A LEGAL OPINION SATISFACTORY TO THE COMPANY. The Investor agrees and acknowledges that this Warrant is being purchased for its own account, for investment purposes only, and not for the account of any other person, and not with a view to distribution, assignment, pledge or resale to others or to fractionalization in whole or in part. The Investor further represents, warrants and agrees as follows: no other person has or will have a direct or indirect beneficial interest in this Warrant and the Investor will not sell, hypothecate or otherwise transfer the Warrant except in accordance with the Act thereunder and applicable state securities laws or unless, in the opinion of counsel for the Investor acceptable to the Company, an exemption from the registration requirements of the Act and such laws is available.applicable

Restrictions on Transfer of Warrant Shares. (a) Investor hereby agrees that Investor shall sell not, transfer, assign or distribute, either directly or indirectly, any of the Warrant Shares may other than in accordance with and pursuant to the Securities Act and any exemptions from registration thereunder, including without limitation, Rule 144 or Regulation S. Notwithstanding the foregoing, Investor agrees that it shall not sell, transfer, assign or distribute, either directly or indirectly, any of the Warrant Shares in the United States or to any U.S. person until at least one (1) year after the Company has issued such Warrant Shares to Investor. Investor further agrees that Investor will not transfer, assign or distribute, either directly or indirectly, any of the Warrant Shares pursuant to an exemption from registration under the Securities Act and any applicable State securities laws unless all appropriate action necessary for compliance with such exemption (including Rule 144 promulgated under the Securities Act) shall have been taken. Any transferee of the Warrant Shares must agree in writing to comply with the provisions of this Section 6(a) with respect to any resale or other disposition of such securities. (b) The Company shall not be required to: (i) transfer on its books any Warrant Shares that have been sold, transferred, pledgedassigned or distributed in violation of the provisions of Section 6(a), hypothecated or (ii) treat as the owner of the Warrant Shares, or otherwise disposed to accord voting or dividend rights to, any transferee to whom Warrant Shares have been transferred in contravention of except in accordance with applicable federal and state securities lawsthis Agreement. (bc) Unless the Warrant Shares have been registered under the Securities Act, or are exempt from registration, upon exercise of the Warrant or any portion thereof and the issuance of any Warrant Shares, all certificates representing Warrant Shares shall bear on the face thereof substantially the following legend: THESE THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH , OR UNDER SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AS APPLICABLE, AND MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR SOLD HYPOTHECATED OR TRANSFERRED OTHERWISE DISPOSED OF EXCEPT (A) IN ACCORDANCE WITH THE UNITED STATES PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, (B) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND APPROPRIATE QUALIFICATION UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE, OR (C) PURSUANT TO U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT WHICH, AND ANY APPLICABLE STATE SECURITIES LAWS. NO HEDGING TRANSACTIONS INVOLVING THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE CASE OF AN EXEMPTION PURSUANT TO RULE 144 UNDER SAID SECURITIES ACT, IS CONFIRMED IN A LEGAL OPINION SATISFACTORY TO THE COMPANY. The Investor agrees and acknowledges that this Warrant is being purchased for its own account, for investment purposes only, and not for the account of any other person, and not with a view to distribution, assignment, pledge or resale to others or to fractionalization in whole or in part. The Investor further represents, warrants and agrees as follows: no other person has or will have a direct or indirect beneficial interest in this Warrant and the Investor will not sell, hypothecate or otherwise transfer the Warrant except in accordance with the Securities Act thereunder and applicable state securities laws or unless, in the opinion of counsel for the Investor acceptable to the Company, an exemption from the registration requirements of the Securities Act and such laws is available.