Common use of Further Limitations on Disposition Clause in Contracts

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx further agrees not to make any disposition of all or any portion of the Securities unless and until: (a) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) (i) Holder has notified the Company of the proposed disposition and has furnished the Company with a brief statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, Xxxxxx shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx such Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Agreement and: (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder Lender has notified the Company of the proposed disposition and has furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, Xxxxxx Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx the Holder further agrees not to make any disposition of all or any portion of the Conversion Securities unless and until: (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) (i) the Holder has notified the Company of the proposed disposition and has furnished the Company with a brief statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, Xxxxxx the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares Conversion Securities under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way ------------------------------------- limiting the representations and warranties set forth above, Xxxxxx the Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: : (a) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has the Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, Xxxxxx the Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx the Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: unless: (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has if the Lender shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, Xxxxxx the Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 under the Act except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx the Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: : (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has The Purchaser shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, Xxxxxx the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations and warranties set forth above, Xxxxxx Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 provided and to the extent this Section is applicable, and: (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or or (b) (i) Holder has notified the Company of the proposed disposition and has furnished the Company with a brief statement of the circumstances surrounding the proposed disposition and (ii) if If reasonably requested by the Company, Xxxxxx Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx the Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: until (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; statement or (b) (i) Holder has the Purchaser shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, Xxxxxx the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require be exempt from registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx the Purchaser further agrees not to make any disposition of all or any portion of the Securities Shares or the Conversion Shares unless and until: until (ax) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; statement or (b) (iy) Holder has the Purchaser shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, Xxxxxx the Purchaser shall have furnished the Company with an opinion of counsel (who may be Purchaser's in-house counsel), reasonably satisfactory to the Company, that such disposition will not require be exempt from registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx such Investor further agrees not to make any disposition of all or any portion of the Securities Shares unless and until: : (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or ; (b) (i) Holder has such Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) disposition, and, if reasonably requested by the Company, Xxxxxx such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Securities Act. It is agreed ; or (c) such holder provides the Company with an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that the Company will not require opinions of counsel for transactions made Shares can be sold, assigned or transferred pursuant to Rule 144 except in extraordinary circumstances144, Rule 144A or another exemption from registration under the Securities Act.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx TSIL further agrees not to make any disposition of all or any portion of the Securities unless and until: unless: (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has TSIL shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, Xxxxxx TSIL shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares Securities under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 under the Securities Act except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations and warranties set forth above, Xxxxxx Holder further agrees not to make any disposition of all or any portion of the Securities unless and until: (a) there : a. There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has x. Xxxxxx shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief reasonably detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, Xxxxxx Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances, or if required by a sale pursuant to Rule 144(g).

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx Warrantholder further agrees not to make any disposition of all or any portion of the Securities unless and until: (a) until there is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; Registration Statement, or (b) (i) Holder has Warrantholder shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, Xxxxxx Warrantholder shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company, that such disposition will win not require registration of such shares under the Act. It is agreed that the Company will win not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx such Purchaser further agrees not to make any disposition of all the Note or any portion the Warrant (or the Common Stock issuable upon the exercise of the Securities Warrant) unless and until: (a) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) (i) Holder has such Purchaser shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief statement of the circumstances surrounding the proposed disposition and (ii) disposition, and, if reasonably requested by the Company, Xxxxxx such Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstancesif reasonably requested by the Company.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx Investor further agrees not to make any disposition of all or any portion of the Securities Class A Common Stock unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Article IV and Article VII and: (a) there There is then in effect a registration statement under the 33 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has The Investor shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, Xxxxxx the Investor shall have furnished the Company with an opinion of counsel, counsel reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the 33 Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: : (a) there There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition disposition, and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has Lender shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, Xxxxxx Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares Securities under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstancesSecurities Act or registration or qualification under any applicable state securities laws.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations and warranties set forth above, Xxxxxx the Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 provided and to the extent this Section is applicable, and: (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or or (b) (i) Holder has notified the Company of the proposed disposition and has furnished the Company with a brief statement of the circumstances surrounding the proposed disposition and (ii) if If reasonably requested by the Company, Xxxxxx the Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx each Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: : (a) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder Lender has notified the Company of the proposed disposition and has furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, Xxxxxx Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It Lender shall not knowingly make any disposition of any Securities to any of the Company’s competitors as such is agreed that determined by the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstancesCompany.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx each Lender further agrees not to make any disposition of all or any portion of the Securities securities unless and until: : (a) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (i) Holder has such Lender shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, Xxxxxx such Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 144(k) except in extraordinary circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx Shareholder further agrees not to make any disposition of all or any portion of the Securities Exchange Shares unless and until: : (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or or (b) (i) Holder Shareholder has notified the Company of the proposed disposition and has furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, Xxxxxx shall have Shareholder has furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed Securities Act or any applicable state securities laws, provided that the Company will not require opinions of counsel no such opinion shall be required for transactions made pursuant to dispositions in compliance with Rule 144 of the Securities Act, except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx the Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: : (a) there There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has The Purchaser shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, Xxxxxx the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations and warranties set forth above, Xxxxxx such Investor further agrees not to make any disposition of all or any portion of the Securities unless and until: until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 provided and to the extent this Section is applicable, and: (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or or (b) (i) Holder has notified the Company of the proposed disposition and has furnished the Company with a brief statement of the circumstances surrounding the proposed disposition and (ii) if If reasonably requested by the Company, Xxxxxx such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: : (a) there There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or or (b) ) (i) Holder has Lender shall have notified the Company of the proposed disposition diSposition and has shall have furnished the Company with a brief reasonably detailed statement of the circumstances surrounding the proposed disposition and propoSed disposition, (ii) if reasonably requested by the Company, Xxxxxx Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares Securities under the Act. It is , and (iii) the transferee has agreed that in writing for the benefit of the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstancesbe bound by this Section 3.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx Holder further agrees not to make any disposition of all or any portion of the Securities unless and until: (a) there : a. There is then in effect a registration statement Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has b. Hxxxxx xxxll have notified the Company of the proposed disposition and has shall have furnished the Company with a brief reasonably detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, Xxxxxx Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.that

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx the Lender further agrees not to make any disposition of all or any portion of the Securities unless and until: : (a) there There is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition disposition, and such disposition is made in accordance with such registration statementRegistration Statement; or (b)or (i) Holder has the Lender shall have notified the Company of the proposed disposition and has shall have furnished the Company with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, Xxxxxx the Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstancesSecurities Act or registration or qualification under any applicable state securities laws.

Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, Xxxxxx the Consultant further agrees not to make any disposition of all or any portion of the Securities unless and until: Shares unless: (ai) there There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b)or (iA) Holder has The Consultant shall have notified the Company of the proposed disposition and has shall have furnished the Company Company, if reasonably requested, with a brief detailed statement of the circumstances surrounding the proposed disposition disposition, and (iiB) if reasonably requested by the Company, Xxxxxx the Consultant shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares under the Act. It is agreed , it being understood that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary unusual circumstances.