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

Disposition of Holder’s Rights. The Stock issuable upon exercise of this Warrant is non-transferable, except in accordance with the terms of this provision. Notwithstanding the foregoing, the restrictions imposed upon the transferability of shares of the Stock shall terminate as to any particular share of Stock when (1) the transfer of such security shall have been effectively registered under the Act and transferred 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 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 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 Stock issuable upon exercise of this Warrant may be sold pursuant to Rule 144(k), the restrictions imposed herein shall terminate, the Holder or holder of a share of Stock issued upon exercise of this Warrant 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. The Stock In no event xxxx Xxxxxx make a transfer or disposition of this Warrant or the Membership Interests issuable upon exercise of this the Warrant is non-transferableunless and until: (i) the Holder shall have received written approval from the Company of the proposed disposition; and (ii) if requested by the Company, except the Holder shall have furnished the Company with an opinion of independent counsel satisfactory to the Company and its counsel in accordance their absolute discretion to the effect that: (A) appropriate action necessary for compliance with the terms Securities Act has been taken, or (B) an exemption from the registration requirements of this provisionthe Securities Act is available. Notwithstanding the foregoing, the such restrictions imposed upon the transferability of shares this Warrant or the Membership Interests issuable upon exercise of the Stock Warrant shall terminate as to any particular share of Stock when Membership Interests when: (1) the transfer of such security shall have been effectively registered under the Securities Act and transferred 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 Act Securities 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 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 Stock issuable upon exercise of this Warrant may be sold pursuant to Rule 144(k), the restrictions imposed herein shall terminate, the Holder or holder of a share of Stock issued upon exercise of this Warrant 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.