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

Disposition of Warrant and Warrant Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Warrant Shares in any event unless and until: (1) 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; (2) 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 (3) The Holder shall have notified the Corporation of the proposed disposition and shall have furnished the Corporation with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Corporation, the Holder shall have furnished the Corporation with an opinion of counsel, reasonably satisfactory to the Corporation, that such disposition will not require registration of such Warrant or Warrant Shares under the Securities Act or any applicable state securities laws. (b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 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 SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Disposition of Warrant and Warrant Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Warrant Shares in any event unless and until: (1i) The Corporation Company shall have received a letter secured by the Holder from the Securities and Exchange Commission SEC stating that no action will be recommended to the Commission SEC with respect to the proposed disposition; (2ii) 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 (3iii) 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, and if reasonably requested by the CorporationCompany, the Holder shall have furnished the Corporation Company with an opinion of counsel, reasonably satisfactory to the CorporationCompany, for the Holder to the effect that such disposition will not require registration of such Warrant or Warrant Shares under the Securities Act or any applicable state securities laws; provided, that no opinion shall be required for any disposition made or to be made in accordance with the provisions of Rule 144. (b) The Holder understands and agrees that all certificates evidencing the shares Warrant Shares to be issued to the Holder may bear a legend in substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933form; provided, AS AMENDED that such legend shall be removed (THE “SECURITIES 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 SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.or such Warrant Shares shall be issued without such legend upon exercise of this Warrant) as required pursuant to Section 8 of the Purchase Agreement:

Disposition of Warrant and Warrant Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Warrant Shares in any event unless and until: (1) 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; (2) 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 (32) The Holder shall have notified the Corporation of the proposed disposition and shall have furnished the Corporation with a detailed statement of the circumstances surrounding the proposed dispositiondisposition (which statement, in the case of assignments of this Warrant to the Approved Transferees identified in Section 9 below, shall consist of the completed Form of Transfer Endorsement in the form attached hereto, and a letter from Coffin Partners LLC identifying the transferee(s) as one or more of the Approved Transferees), and if reasonably requested by the Corporation, the Holder shall have furnished the Corporation with an opinion of counsel, reasonably satisfactory to the Corporation, that such disposition will not require registration of such Warrant or Warrant Shares under the Securities Act or any applicable state securities laws. The Corporation will not require an opinion of counsel with respect to assignments of this Warrant to the Approved Transferees. (b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 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 SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Disposition of Warrant and Warrant Shares. (ai) The Holder further agrees not to make any disposition of all or any part of the Warrant or Warrant Shares in any event unless and until: (1) 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 (2) 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 (3) 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, and if reasonably requested by the CorporationCompany, the Holder shall have furnished the Corporation Company with an opinion of counsel, reasonably satisfactory to the CorporationCompany, for the Holder to the effect that such disposition will not require registration of such Warrant or Warrant Shares under the Securities Act or any applicable state securities laws. (bii) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "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 SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. (iii) The Holder further agrees that it shall not sell any Warrant Shares to a third party prior to March 25, 2005.

Disposition of Warrant and Warrant Shares. (a) The Holder further agrees understands that the Warrants and the Warrant Shares have not to make any disposition been and are not being registered under the Securities Act (other than as contemplated in Article 6 of all the Purchase Agreement) or any part applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Warrant or and the Warrant Shares in any event for an indefinite period of time because such securities may not be transferred unless and until: (1i) The Corporation shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended resale of such securities is registered pursuant to the Commission with respect to the proposed disposition; (2) There is then in effect a an effective registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statementAct; or (3ii) The Holder shall have notified the Corporation of the proposed disposition and shall have furnished the Corporation with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Corporation, the Holder shall have furnished has delivered to the Corporation with Company an opinion of counselcounsel (in form, substance and scope reasonably satisfactory to the Corporation, Company) to the effect that such disposition will not require registration of such Warrant the Warrants or Warrant Shares under to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) such securities are sold or transferred pursuant to Rule 144 or Rule 144(k). Notwithstanding the Securities Act foregoing provisions of this Section 4.3 above, no such restrictions shall apply to a transfer or any assignment by a Holder that is: (i) a partnership transferring to its partners or former partners in accordance with partnership interests; (ii) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder; (iii) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company; (iv) an affiliated investment fund transferring to another affiliated investment fund; or (v) an individual transferring to the Holder’s family member or trust for the benefit of an individual Holder; provided that in each case the transfer is effected in accordance with applicable state securities laws. (b) laws and the transferee agrees in writing to be subject to the terms of this Warrant and the Purchase Agreement to the same extent as if the transferee were an original Holder hereunder and thereunder. The Holder understands and agrees that all certificates evidencing the shares Warrant Shares to be issued to the Holder may bear a legend in substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 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 SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.form: