Registration of Transfers. Subject to compliance with all applicable securities laws, the Company shall register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached as Schedule 2 hereto duly completed and signed, to the Company at its address specified in the Purchase Agreement and (x) delivery, at the request of the Company, of an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer of such po
...rtion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws and (y) delivery by the transferee of a written statement to the Company certifying that the transferee is an "accredited investor" as defined in Rule 501(a) under the Securities Act, to the Company at its address specified in the Purchase Agreement. Upon any such registration or transfer, a new Warrant to purchase Common Stock in substantially the form of this Warrant (any such new Warrant, a "New Warrant") evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.
View More
Registration of Transfers. Subject to compliance with all applicable securities laws, the Company shall register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached as Schedule
2 3 hereto duly completed and signed, to the
Company at its address specified in the Purchase Agreement and (x) delivery, at the request of the Company, of an opinion of counsel reasonably satisfactory Company's transfer agent or to the Company
at 1465 Nort...h Scottsdale Road, Suite 400 Scottsdale, Arizona 85257 and (x) in compliance with the legend affixed to the effect that the transfer of such portion face of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws and (y) delivery by the transferee of a written statement to the Company certifying that the transferee is an "accredited investor" as defined in Rule 501(a) under the Securities Act, to the Company at its address specified in the Purchase Agreement. Act. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock in substantially the form of this Warrant (any such new Warrant, warrant, a "New Warrant") evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.
View More
Registration of Transfers. Subject to
the restrictions on transfer set forth in Article III of the Subscription Agreement and compliance with all applicable securities laws, the Company shall register the transfer of all or any portion of this Warrant in the Warrant Register, upon
(i) surrender of this Warrant, with the Form of Assignment attached as Schedule 2 hereto duly completed and signed, to the Company at its address specified in the
Purchase Subscription Agreement and
(ii) if the Registration Statement is not effe...ctive, (x) delivery, at the request of the Company, of an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws and (y) delivery by the transferee of a written statement to the Company certifying that the transferee is an "accredited investor" as defined in Rule 501(a) under the Securities Act, Act and making the representations and certifications set forth in Article IV of the Subscription Agreement, to the Company at its address specified in the Purchase Subscription Agreement. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock in substantially the form of this Warrant (any such new Warrant, warrant, a "New Warrant") evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a Holder of a Warrant. Notwithstanding the foregoing, this Warrant may not be transferred in respect increments of less than 10,000 Warrant Shares unless the New entire remaining Warrant that the Holder has in respect of this Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 3. is transferred.
View More
Registration of Transfers. Subject to
the Holder's appropriate compliance with
all applicable securities laws, the restrictive legend on this Warrant, the Company shall register the transfer of
all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment
substantially in the form attached
hereto as
Schedule 2 hereto Attachment B duly completed and signed, to the Company at its address specified
in the Purchase Agreement and (x) delivery, at the request of the Comp...any, of an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws and (y) delivery by the transferee of a written statement to the Company certifying that the transferee is an "accredited investor" as defined in Rule 501(a) under the Securities Act, to the Company at its address specified in the Purchase Agreement. herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock Stock, in substantially the form of this Warrant (any such new Warrant, a "New Warrant") Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee, transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect a holder of this a Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.
View More
Registration of Transfers.
Subject This Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof; provided, however, that the transferee shall agree in writing to
compliance with all applicable securities laws, be bound by the
terms and subject to the conditions of this Warrant. The Company shall register the transfer of
all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached
as Schedule... 2 hereto duly completed and signed, to the Company at its address specified in the Purchase Agreement and (x) delivery, at the request of the Company, of an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws and (y) delivery by the transferee of a written statement to the Company certifying that the transferee is an "accredited investor" as defined in Rule 501(a) under the Securities Act, to the Company at its address specified in the Purchase Agreement. herein. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock Stock, in substantially the form of this Warrant (any such new Warrant, warrant, a "New Warrant") Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee, transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect a holder of this a Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.
View More
Registration of Transfers.
Subject to compliance with all applicable securities laws, the Company The Warrant Agent shall register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached as Schedule 2 hereto duly completed and signed, to
the Company at its address specified in the Purchase Agreement and (x) delivery, it at the
request of address listed on the
Company, of an opinion of counsel reasonably satisfactory to the Company to ...the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws and (y) delivery by the transferee of a written statement to the Company certifying that the transferee is an "accredited investor" as defined in Rule 501(a) under the Securities Act, to the Company at its address specified in the Purchase Agreement. signature page hereto. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock in substantially the form of this Warrant (any such new Warrant, warrant, a "New Warrant") evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.
View More
Registration of Transfers. Subject to
any applicable restrictions on transfer and compliance with all applicable securities laws, the Company shall register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with
an assignment, in the
Form of Assignment form attached as Schedule 2
hereto hereto, duly completed and signed, to the Company at its address specified in the
Purchase Subscription Agreement and
(x) (a) delivery, at the request of the Company, of an opinion
...of counsel reasonably satisfactory to the Company to the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws (other than in connection with any transfer (i) pursuant to an effective registration statement, (ii) to the Company, (iii) pursuant to Rule 144 of the Securities Act ("Rule 144") (provided that such Holder provides the Company with reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the securities may be sold pursuant to such rule) or (iv) in connection with a bona fide pledge), and (y) (b) delivery by the transferee of a written statement to the Company certifying that the transferee is an "accredited investor" as defined in Rule 501(a) under the Securities Act, Act and making the representations and certifications set forth in Section 3 of the Subscription Agreement, to the Company at its address specified in the Purchase Subscription Agreement. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock in substantially the form of this Warrant (any such new Warrant, warrant, a "New Warrant") evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.
View More
Registration of Transfers.
Subject to compliance with all applicable securities laws, the The Company shall register the transfer of
all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached
hereto as
Schedule 2 hereto Appendix A duly completed and signed, to the Company at its address specified
in the Purchase Agreement and (x) delivery, at the request of the Company, of an opinion of counsel reasonably satisfactory to the Company to the effect that t...he transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws and (y) delivery by the transferee of a written statement to the Company certifying that the transferee is an "accredited investor" as defined in Rule 501(a) under the Securities Act, to the Company at its address specified in the Purchase Agreement. herein. Upon any such registration or and transfer, a new Warrant to purchase Common Stock warrant in substantially the form of this a Warrant (any such new Warrant, warrant, a "New Warrant") Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee, transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect a holder of this a Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.
View More
Registration of Transfers. Subject to compliance with all applicable securities laws, the Company
shall shall, or will cause the Warrant Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant,
together with
a written assignment of this Warrant substantially in the
Form of Assignment form attached
hereto as Schedule 2
hereto duly
completed executed by the Holder, and
signed, to the Company at its address specified in the Purchase Agreement and (x) deliv...ery, at the request payment for all applicable transfer taxes accompanied by reasonable evidence of authority of the Company, of an opinion of counsel reasonably satisfactory to the Company to the effect party making such request that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws and (y) delivery required by the transferee of a written statement to the Company certifying that the transferee is an "accredited investor" as defined in Rule 501(a) under the Securities Act, to the Company at its address specified in the Purchase Agreement. Warrant Agent. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock in substantially the form of this Warrant (any such new Warrant, warrant, a "New Warrant") evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company shall shall, or will cause the Warrant Agent to, prepare, issue and deliver at its the Company's own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder for all purposes, and the Company shall not be affected by any notice to the contrary.
View More
Registration of Transfers. Subject to compliance with all applicable securities
laws, laws and, if applicable, the rules of the Principal Trading Market, the Company
shall shall, or will cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant,
with the Form of Assignment attached as Schedule 2 hereto duly completed and
signed, to the Company at its address specified in the Purchase Agreement and (x) delivery, at the request of the Com...pany, of an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and payment for all applicable state securities or blue sky laws and (y) delivery transfer taxes (if any) by the transferee of a written statement to the Company certifying that the transferee is an "accredited investor" as defined in Rule 501(a) under the Securities Act, to the Company at its address specified in the Purchase Agreement. Holder or any subsequent holder. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock in substantially the form of this Warrant (any such new Warrant, warrant, a "New Warrant") evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company shall shall, or will cause its Transfer Agent to, prepare, issue and deliver at its the Company's own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder for all purposes, and the Company shall not be affected by any notice to the contrary.
View More
Registration of Transfers. Subject to compliance with all applicable securities
laws, laws and the rules of the Principal Trading Market, the Company
shall shall, or will cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant,
with the Form of Assignment attached as Schedule 2 hereto duly completed and
signed, to the Company at its address specified in the Purchase Agreement and (x) delivery, at the request of the Company, of an opin...ion of counsel reasonably satisfactory to the Company to the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and payment for all applicable state securities or blue sky laws and (y) delivery transfer taxes (if any) by the transferee of a written statement to the Company certifying that the transferee is an "accredited investor" as defined in Rule 501(a) under the Securities Act, to the Company at its address specified in the Purchase Agreement. Holder or any subsequent holder. Upon any such registration or transfer, a new Warrant warrant to purchase Common Stock in substantially the form of this Warrant (any such new Warrant, warrant, a "New Warrant") evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company shall shall, or will cause its Transfer Agent to, prepare, issue and deliver at its the Company's own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder for all purposes, and the Company shall not be affected by any notice to the contrary.
View More
