Common use of Disposition of Holder’s Rights Clause in Contracts

Disposition of Holder’s Rights. In no event will the Holder make a disposition of the Warrant or the Common Stock issuable upon exercise of the Warrant unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the Holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such Holder, one or more new certificates for the Warrant or for such shares of stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Registered Holder make a disposition of the Warrant or the Common Stock issuable upon exercise of the Warrant unless and until in the absence of (i) it shall have notified an effective registration statement under the Company Securities Act as to this Warrant or such Warrant Stock and registration or qualification of the proposed disposition, and this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) if requested by an opinion of counsel, reasonably satisfactory to the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company that such registration and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is availablequalification are not required. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of stock Common Stock when (1i) such security shall have been effectively registered under the 1933 Securities Act and sold by the Holder holder thereof in accordance with such registration or (2ii) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Securities Act, or (3iii) a letter shall have been issued to the Registered Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Registered Holder at its request by such the Securities and Exchange Commission stating that no action shall be recommended by such staff or taken by such the Securities and Exchange Commission, as the case may be, if such security is transferred without registration under the 1933 Securities Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Registered Holder or holder of a share of common stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such Holderholder, one or more new certificates for the Warrant or for such shares of stock Common Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Registered Holder make a disposition of the Warrant or the Common Stock issuable upon exercise of the Warrant unless and until in the absence of (i) it shall have notified an effective registration statement under the Company Securities Act as to this Warrant or such Warrant Shares and registration or qualification of the proposed disposition, and this Warrant or such Warrant Shares under any applicable U.S. federal or state securities law then in effect or (ii) if requested by an opinion of counsel, reasonably satisfactory to the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company that such registration and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is availablequalification are not required. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of stock Common Stock when (1i) such security shall have been effectively registered under the 1933 Securities Act and sold by the Holder holder thereof in accordance with such registration or (2ii) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Securities Act, or (3iii) a letter shall have been issued to the Registered Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Registered Holder at its request by such the Securities and Exchange Commission stating that no action shall be recommended by such staff or taken by such the Securities and Exchange Commission, as the case may be, if such security is transferred without registration under the 1933 Securities Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Registered Holder or holder of a share of common stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such Holderholder, one or more new certificates for the Warrant or for such shares of stock Common Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Holder make a disposition of the Warrant any of its rights to acquire Common Stock or the Common Stock issuable upon exercise of the Warrant such rights unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the HolderWarrantholder) satisfactory to the Company and its counsel to the effect that (Aa) appropriate action necessary for compliance with the 1933 Securities Act has been taken, or (B) an exemption from the registration requirements of the 1933 Securities Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of stock Common Stock when (1) such security shall have been effectively registered under the 1933 Securities Act and sold by the Holder holder thereof in accordance with such registration or (2) such security shall have been may be sold without registration in compliance with Rule 144 under the 1933 Securities Act, or (3) a letter shall have been issued to the Holder at its the request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commissioncommission, as the case may be, if such security is transferred without registration under the 1933 Securities Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, terminate as hereinabove provided, provided the Holder or holder of a share of stock Common Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such Holderholder, one or more new certificates for the Warrant or for such shares of stock Common Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Holder make a disposition of the Warrant any of its rights to acquire Preferred Stock or the Common Preferred Stock issuable upon exercise of the Warrant such rights unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have xxxx furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) reasonably satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available; provided that the Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate Holder or if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder's notice of proposed sale. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Preferred Stock or Preferred Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of stock Preferred Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the Holder holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on or transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of stock Preferred Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such Holderholder, one or more new certificates for the Warrant or for such shares of stock Preferred Stock not bearing any restrictive legend.

Disposition of Holder’s Rights. In no event will the Registered Holder make a disposition of the Warrant or the Common Stock issuable upon exercise of the Warrant unless and until in the absence of (i) it shall have notified an effective registration statement under the Company Securities Act as to this Warrant or such Warrant Stock and registration or qualification of the proposed disposition, and this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) if requested by an opinion of counsel, reasonably satisfactory to the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company that such registration and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is availablequalification are not required. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock or Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of stock Common Stock when (1i) such security shall have been effectively registered under the 1933 Securities Act and sold by the Holder holder thereof in accordance with such registration or (2ii) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Securities Act, or (3iii) a letter shall have been issued to the Registered Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Registered Holder at its request by such the Securities and Exchange Commission stating that no action shall be recommended by such staff or taken by such the Securities and Exchange Commission, as the case may be, if such security is transferred without registration under the 1933 Securities Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Registered Holder or holder of a share of common stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such Holderholder, one or more new certificates for the Warrant or for such shares of stock Common Stock not bearing any restrictive legend.. CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH “***” Exhibit 2.1