Common use of Disposition of Warrant and Exercise Shares Clause in Contracts

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of this Warrant or Exercise Shares in any event unless and until: (i) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (ii) The Holder has complied with the Transfer Restrictions. (b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend, or a legend substantially similar to the below: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of this the Warrant or Exercise Shares except in any event accordance with Section 8 hereof and unless and until: (i) The Holder shall be entitled to rely on an exemption from registration under the Act for such disposition; or (ii) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (ii) The Holder has complied with the Transfer Restrictions. (b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder Exercise Shares may bear the following legend, or a legend substantially similar to the below: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDACT. Such legend shall be removed by the Company at the request of the Holder in connection with any sale which the Company reasonably determines to be pursuant to an effective registration statement under the Act or pursuant to a valid exemption from the registration requirements of the Act.