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 the Warrant or Exercise Shares in any event unless and until: (i) The Corporation shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed 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 (iii) The Holder shall have notified the Corporation of the proposed disposition and shall have furnished the Corporation with a statement of the circumstances surrounding the proposed disposition; provided, however, that such statement will not be required if the disposition is permitted under Rule 144 of the Act, except in unusual circumstances. (b) Notwithstanding the provisions of paragraphs (a) above, the Holder may assign this Warrant and the Exercise Shares to (i) any partner or retired partner of the Holder if Holder is a partnership, (ii) any member or former member of the Holder if Holder is a limited liability company, (iii) any affiliate, including affiliated funds or (iv) any family member or trust for the benefit of the Holder if the Holder is an individual; provided that the Corporation is given written notice thereof.

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: (i) The Corporation Company shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition; or; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) The Holder shall have notified the Corporation Company of the proposed disposition and shall have furnished the Corporation Company with a detailed statement of the circumstances surrounding the proposed disposition; provided, howeverand if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the effect that such statement disposition will not be required if require registration of such Warrant or Exercise Shares under the disposition is permitted Securities Act or any applicable state securities laws. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act, except in unusual circumstances. (b) Notwithstanding The Holder understands and agrees that all certificates evidencing the provisions of paragraphs (a) above, shares to be issued to the Holder may assign this Warrant and bear the Exercise Shares to (i) any partner or retired partner of the Holder if Holder is a partnership, (ii) any member or former member of the Holder if Holder is a limited liability company, (iii) any affiliate, including affiliated funds or (iv) any family member or trust for the benefit of the Holder if the Holder is an individual; provided that the Corporation is given written notice thereof.following legend:

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: (i) The Corporation Company shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed 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 (iii) The Holder shall have notified the Corporation Company of the proposed disposition and shall have furnished the Corporation Company with a statement of the circumstances surrounding the proposed disposition; provided, however, that such statement will not be required if the disposition is permitted under Rule 144 of the Securities Act, except in unusual circumstances. (b) The Holder agrees not to sell this Warrant or the Exercise Shares during a period specified by the representative of the underwriters of Common Stock (not to exceed one hundred eighty (180) days) following the effective date of the initial registration statement of the Company filed under the Act, so long as all officers, directors, and 1% stockholders have executed similar agreements and are similarly restricted from selling the Company's stock. (c) Notwithstanding the provisions of paragraphs (a) and (b) above, the Holder may assign this Warrant and the Exercise Shares to (i) any partner or retired partner of the Holder if Holder Hxxxxx is a partnership, (ii) any member or former member of the Holder if Holder is a limited liability company, (iii) any affiliate, including affiliated funds or (iv) any family member or trust for the benefit of the Holder if the Holder is an individual; provided that the Corporation Company is given written notice thereof.

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: (i) The Corporation Company shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed 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 (iii) The Holder shall have notified the Corporation Company of the proposed disposition and shall have furnished the Corporation Company with a statement of the circumstances surrounding the proposed disposition; provided, however, that such statement will not be required if the disposition is permitted under Rule 144 of the Securities Act, except in unusual circumstances. (b) The Holder agrees not to sell this Warrant or the Exercise Shares during a period specified by the representative of the underwriters of Common Stock (not to exceed one hundred eighty (180) days) following the effective date of the initial registration statement of the Company filed under the Act, so long as all officers, directors, and 1% stockholders have executed similar agreements and are similarly restricted from selling the Company’s stock. (c) Notwithstanding the provisions of paragraphs (a) and (b) above, the Holder may assign this Warrant and the Exercise Shares to (i) any partner or retired partner of the Holder if Holder is a partnership, (ii) any member or former member of the Holder if Holder is a limited liability company, (iii) any affiliate, including affiliated funds or (iv) any family member or trust for the benefit of the Holder if the Holder is an individual; provided that the Corporation Company is given written notice thereof.

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of the this Warrant or Exercise Shares in any event event, other than to an Affiliate of the Holder, unless and until: (i) The Corporation Company shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed 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 (iii) The Holder shall have notified the Corporation Company of the proposed disposition and shall have furnished the Corporation Company with a detailed statement of the circumstances surrounding the proposed disposition; provided, howeverand if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the effect that such statement disposition will not be required if require registration of such Warrant or Exercise Shares under the disposition is permitted Act or any applicable state securities laws. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Act, except in unusual circumstances, and will not require an opinion of counsel with respect to any transfer to an Affiliate of Xxxxxx. (b) Notwithstanding The Holder understands and agrees that all certificates evidencing the provisions of paragraphs (a) above, shares to be issued to the Holder may assign this Warrant and bear the Exercise Shares to (i) any partner or retired partner of the Holder if Holder is a partnership, (ii) any member or former member of the Holder if Holder is a limited liability company, (iii) any affiliate, including affiliated funds or (iv) any family member or trust for the benefit of the Holder if the Holder is an individual; provided that the Corporation is given written notice thereof.following legend:

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: (i) The Corporation Company shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed 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 (iii) The Holder shall have notified the Corporation Company of the proposed disposition and shall have furnished the Corporation Company with a statement of the circumstances surrounding the proposed disposition; provided, however, that such statement will not be required if the disposition is permitted under Rule 144 of the Securities Act, except in unusual circumstances. (b) Notwithstanding the provisions of paragraphs (a) and (b) above, the Holder may assign this Warrant and the Exercise Shares to (i) any partner or retired partner of the Holder if Holder is a partnership, (ii) any member or former member of the Holder if Holder is a limited liability company, (iii) any affiliate, including affiliated funds or (iv) any family member or trust for the benefit of the Holder if the Holder is an individual; provided that the Corporation Company is given written notice thereof. (c) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend:

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant Warrant, Exercise Shares or Common Stock underlying the Exercise Shares in any event unless and until: (i) The Corporation shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed 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 (iiia) The such Holder shall have notified the Corporation Company of the proposed disposition and shall have furnished the Corporation Company with a detailed statement of the circumstances surrounding the proposed disposition; provided, howeverand (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such statement disposition will not be required if require registration of such shares under the disposition Securities Act. It is permitted under agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 of the Act, except in unusual circumstances144. (b) Notwithstanding the provisions of paragraphs (aa)(i) and (a)(ii) above, the no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder may assign this Warrant and the Exercise Shares that is (A) a partnership transferring to its partners or former partners in accordance with partnership interests, (iB) any partner a corporation transferring to a wholly owned subsidiary or retired partner a parent corporation that owns all of the Holder if Holder is a partnershipcapital stock of the Holder, (iiC) any member a limited liability company transferring to its members or former member of members in accordance with their interest in the Holder if Holder is a limited liability company, (iii) any affiliate, including affiliated funds or (ivD) any an individual transferring to the Holder's family member or trust for the benefit of the Holder if the Holder is an individual; provided that the Corporation is given written notice thereofindividual Holder.

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: (i) The Corporation shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed 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 (iiiii) The (A) such Holder shall have notified the Corporation Company of the proposed disposition and shall have furnished the Corporation Company with a detailed statement of the circumstances surrounding the proposed disposition; provided, howeverand (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such statement disposition will not be required if require registration of such shares under the disposition Securities Act. It is permitted under agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 of the Act, except in unusual circumstances144. (b) Notwithstanding the provisions of paragraphs (aa)(i) and (a)(ii) above, the no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder may assign this Warrant and the Exercise Shares that is (A) a partnership transferring to its partners or former partners in accordance with partnership interests, (iB) any partner a corporation transferring to a wholly owned subsidiary or retired partner a parent corporation that owns all of the Holder if Holder is a partnershipcapital stock of the Holder, (iiC) any member a limited liability company transferring to its members or former member of members in accordance with their interest in the Holder if Holder is a limited liability company, (iii) any affiliate, including affiliated funds or (ivD) any an individual transferring to the Holder's family member or trust for the benefit of the Holder if the Holder is an individual; provided that the Corporation is given written notice thereofindividual Holder.