Common use of Permitted Dispositions Clause in Contracts

Permitted Dispositions. The following dispositions of Common Stock shall not be subject to the restriction on transfer set forth in Section 1: (a) Each Shareholder may transfer Common Stock to his or her spouse, siblings, parents or any natural or adopted children or other descendants or to any personal trust for the sole benefit of such family members and/or Shareholder; (b) Each Shareholder may transfer Common Stock on his or her death to such Shareholder’s estate, executor, administrator or personal representative or to such Shareholder’s beneficiaries pursuant to a devise or bequest or by laws of descent and distribution; ­ (c) Each Shareholder may transfer Common Stock as a gift or other transfer without consideration; (d) Each Shareholder may make a bona fide pledge of Common Stock to a lender; and, (e) Each Shareholder may participate in any transaction in which all holders of the Common Stock of the Company participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving the Company, a disposition of the Common Stock in connection with the exercise of any rights, warrants or other securities distributed to the Company’s stockholders, or a tender or exchange offer for the Common Stock, provided, however, that in the case of any transfer of Common Stock pursuant to clauses (a), (c), and (d), the transferor shall, at the request of the Company, provide evidence (which may include, without limitation, an opinion of counsel satisfactory in form, scope and substance to the Company in its sole discretion as the issuer thereof) satisfactory to the Company that the transfer is exempt from the registration requirements of the Securities Act, and such Common Stock shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver a counterpart of this Agreement. Thereafter, such transferee shall be deemed to be the Shareholder for purposes of this Agreement.

Permitted Dispositions. The following dispositions of Common Stock Shares shall not be subject to the restriction on transfer Lock-up set forth in Section 1: (a) Each Shareholder Stockholder may transfer Common Stock Dispose of Shares to his or her spouse, siblings, parents or any natural or adopted children or other descendants or to any personal trust for the sole benefit of in which any such family members and/or Shareholdermember or Stockholder retains the entire beneficial interest; (b) Each Shareholder Stockholder may transfer Common Stock Dispose of Shares on his or her death to such ShareholderStockholder’s estate, executor, administrator or personal representative or to such ShareholderStockholder’s beneficiaries pursuant to a devise or bequest or by laws of descent and distribution; ­; (c) Each Shareholder Stockholder may transfer Common Stock Dispose of Shares as a gift or other transfer without consideration; (d) Each Shareholder Stockholder may make a bona fide pledge of Common Stock Shares to a lender; and,; (e) Each Shareholder Stockholder may participate Dispose of Shares in one or more private sales not made pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended; (f) Stockholder may dispose of Preferred Shares and any transaction in underlying common stock, par value $0.001 per share, which all holders the Stockholder may receive either through: (i) conversion of the Common Stock Preferred Shares, (ii) exercise of related warrants or (iii) via dividends received due to Stockholder’s status as a holder of the Company participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving the Company, a disposition of the Common Stock in connection with the exercise of any rights, warrants or other securities distributed to the Company’s stockholders, or a tender or exchange offer for the Common Stock, Preferred Shares. provided, however, that in the case of any transfer of Common Stock Shares pursuant to clauses (a), (c), and (d), this Section 2 the transferor shall, at the request of the Company, provide evidence (which may include, without limitation, an opinion of counsel satisfactory in form, scope and substance to the Company in its sole discretion as the issuer thereof) satisfactory to the Company that the transfer is exempt from the registration requirements of the Securities ActAct of 1933, and as amended. In the event Stockholder Disposes of Shares described in this Section 2, such Common Stock Shares shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver a counterpart of this Agreement. Thereafter, such transferee shall be deemed to be the Shareholder Stockholder for purposes of this Agreement.

Permitted Dispositions. The following dispositions of Common Stock Shares shall not be subject to the restriction on transfer Lock-up set forth in Section 1: (a) Each Shareholder may transfer Common Stock Dispose of Shares to his or her spouse, siblings, parents or any natural or adopted children or other descendants or to any personal trust for the sole benefit of in which any such family members and/or Shareholderor Shareholder retains, collectively, the entire beneficial interest; (b) Each Shareholder may transfer Common Stock Dispose of Shares on his or her death to such Shareholder’s 's estate, executor, administrator or personal representative or to such Shareholder’s 's beneficiaries pursuant to a devise or bequest or by laws of descent and distribution; ­; (c) Each Shareholder may transfer Common Stock Dispose of Shares as a gift or other transfer without consideration;; and (d) Each Shareholder may make a bona fide pledge of Common Stock Shares to a lender; and, (e) Each Shareholder may participate in any transaction in which all holders of the Common Stock of the Company participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving the Company, a disposition of the Common Stock in connection with the exercise of any rights, warrants or other securities distributed to the Company’s stockholders, or a tender or exchange offer for the Common Stock, provided, however, that in the case of any transfer of Common Stock Shares pursuant to clauses (a), (c), and (d), unless such Shares shall be subject to an effective registration statement of such Shares as of the date that Shareholder shall Dispose of such Shares or pledge such Shares, as the case may be, the transferor shall, at the request of the Company, provide evidence (which may include, without limitation, an opinion of counsel satisfactory in form, scope and substance to the Company in its sole discretion as the issuer thereof) satisfactory to the Company that the transfer is exempt from the registration requirements of the Securities ActAct of 1933, and as amended. In the event Shareholder Disposes of Shares described in this Section 2, such Common Stock Shares shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver a counterpart of this Agreement. Thereafter, such transferee shall be deemed to be the Shareholder for purposes of this Agreement.

Permitted Dispositions. The following dispositions of Common Stock Shares shall not be subject to the restriction on transfer Lock-up set forth in Section 1: (a) Each Shareholder may transfer Common Stock Dispose of Shares to his or her spouse, siblings, parents or any natural or adopted children or other descendants or to any personal trust for the sole benefit of in which any such family members and/or Shareholder;member or Shareholder retains the entire beneficial interest; 1 To be executed by each of Xxxxxx Xxxx, Xxxxx Xxxxx, Caduceus Industries LLC, and Phoenix Bio Pharmaceuticals Corporation. (b) Each Shareholder may transfer Common Stock Dispose of Shares on his or her death to such Shareholder’s estate, executor, administrator or personal representative or to such Shareholder’s beneficiaries pursuant to a devise or bequest or by laws of descent and distribution; ­; (c) Each Shareholder may transfer Common Stock Dispose of Shares as a gift or other transfer without consideration;; and (d) Each Shareholder may make a bona fide pledge of Common Stock Shares to a lender; and, (e) Each Shareholder may participate in any transaction in which all holders of the Common Stock of the Company participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving the Company, a disposition of the Common Stock in connection with the exercise of any rights, warrants or other securities distributed to the Company’s stockholders, or a tender or exchange offer for the Common Stock, provided, however, that in the case of any transfer of Common Stock Shares pursuant to clauses (a), (c), and (d), the transferor shall, at the request of the Company, provide evidence (which may include, without limitation, an opinion of counsel satisfactory in form, scope and substance to the Company in its sole discretion as the issuer thereof) satisfactory to the Company that the transfer is exempt from the registration requirements of the Securities ActAct of 1933, and as amended. In the event Shareholder Disposes of Shares described in this Section 2, such Common Stock Shares shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver a counterpart of this Agreement. Thereafter, such transferee shall be deemed to be the Shareholder for purposes of this Agreement.

Permitted Dispositions. The following dispositions of Common Stock Shares shall not be subject to the restriction on transfer Lock-up set forth in Section 1: (a) Each Shareholder Stockholder may transfer Dispose of Common Stock Shares to his or her spouse, siblings, parents or any natural or adopted children or other descendants or to any personal trust for the sole benefit of in which any such family members and/or Shareholdermember or Stockholder retains the entire beneficial interest; (b) Each Shareholder Stockholder may transfer Dispose of Common Stock Shares on his or her death to such ShareholderStockholder’s estate, executor, administrator or personal representative or to such ShareholderStockholder’s beneficiaries pursuant to a devise or bequest or by laws of descent and distribution; ­; (c) Each Shareholder Stockholder may transfer Dispose of Common Stock Shares as a gift or other transfer without consideration;; and (d) Each Shareholder Stockholder may make a bona fide pledge of Common Stock Shares to a lender; and, (e) Each Shareholder may participate in any transaction in which all holders of the Common Stock of the Company participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving the Company, a disposition of the Common Stock in connection with the exercise of any rights, warrants or other securities distributed to the Company’s stockholders, or a tender or exchange offer for the Common Stock, provided, however, that in the case of any transfer of Common Stock Shares pursuant to clauses (a), (c), and (d), the transferor shall, at the request of the Company, provide evidence (which may include, without limitation, an opinion of counsel satisfactory in form, scope and substance to the Company in its sole discretion as the issuer thereof) satisfactory to the Company that the transfer is exempt from the registration requirements of the Securities Act. In the event Stockholder Disposes of Common Shares described in this Section 2, and such Common Stock Shares shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver a counterpart of this Agreement. Thereafter, such transferee shall be deemed to be the Shareholder Stockholder for purposes of this Agreement.

Permitted Dispositions. The following dispositions of Common Stock shall not be subject to the restriction on transfer set forth in Section 1: (a) Each Shareholder Stockholder may transfer Common Stock to his or her spouse, siblings, parents or any natural or adopted children or other descendants or to any personal trust for the sole benefit of such family members and/or ShareholderStockholder; (b) Each Shareholder Stockholder may transfer Common Stock on his or her death to such ShareholderStockholder’s estate, executor, administrator or personal representative or to such ShareholderStockholder’s beneficiaries pursuant to a devise or bequest or by laws of descent and distribution; ­; (c) Each Shareholder Stockholder may transfer Common Stock as a gift or other transfer without consideration; (d) Each Shareholder Stockholder may make a bona fide pledge of Common Stock to a lender; and, (e) Each Shareholder Stockholder may participate in any transaction in which all holders of the Common Stock of the Company participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving the Company, a disposition of the Common Stock in connection with the exercise of any rights, warrants or other securities distributed to the Company’s stockholders, or a tender or exchange offer for the Common Stock, provided, however, that in the case of any transfer of Common Stock pursuant to clauses (a), (c), and (d), the transferor shall, at the request of the Company, provide evidence (which may include, without limitation, an opinion of counsel satisfactory in form, scope and substance to the Company in its sole discretion as the issuer thereof) satisfactory to the Company that the transfer is exempt from the registration requirements of the Securities Act, and such Common Stock shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver a counterpart of this Agreement. Thereafter, such transferee shall be deemed to be the Shareholder Stockholder for purposes of this Agreement.

Permitted Dispositions. The following dispositions of Common Stock Shares shall not be subject to the restriction on transfer Lock-up set forth in Section 1: (a) Each Shareholder may transfer Common Stock Dispose of Shares to his or her spouse, siblings, parents or any natural or adopted children or other descendants or to any personal trust for the sole benefit of in which any such family members and/or Shareholdermember or Shareholder retains the entire beneficial interest; (b) Each Shareholder may transfer Common Stock Dispose of Shares on his or her death to such Shareholder’s 's estate, executor, administrator or personal representative or to such Shareholder’s 's beneficiaries pursuant to a devise or bequest or by laws of descent and distribution; ­; (c) Each Shareholder may transfer Common Stock Dispose of Shares as a gift or other transfer without consideration; (d) Each Shareholder may make a bona fide pledge of Common Stock Shares to a lender; and,; (e) Each Shareholder may participate Dispose of Shares in any transaction in which all holders one or more private sales not made pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended; and (f) Shareholder may Dispose of, through bona fide market sale transactions, up to _____ Shares during the Common Stock of the Company participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving the Company, a disposition of the Common Stock in connection with the exercise of any rights, warrants or other securities distributed to the Company’s stockholders, or a tender or exchange offer for the Common Stock, Lock-up Period. provided, however, that in the case of any transfer of Common Stock Shares pursuant to clauses (a), (c), (d) and (de), the transferor shall, at the request of the Company, provide evidence (which may include, without limitation, an opinion of counsel satisfactory in form, scope and substance to the Company in its sole discretion as the issuer thereof) satisfactory to the Company that the transfer is exempt from the registration requirements of the Securities ActAct of 1933, and as amended. In the event Shareholder Disposes of Shares pursuant to clause (a), (b), (c) or (d) (but not (e) or (f)) of this Section 2, such Common Stock Shares shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver a counterpart of this Agreement. Thereafter, such transferee shall be deemed to be the Shareholder for purposes of this Agreement.

Permitted Dispositions. The following dispositions of Common Stock Shares shall not be subject to the restriction on transfer Lock-up set forth in Section 1: (a) Each Shareholder may transfer Common Stock Dispose of Shares to his or her spouse, siblings, parents or any natural or adopted children or other descendants or to any personal trust for the sole benefit of in which any such family members and/or Shareholdermember or Shareholder retains the entire beneficial interest; (b) Each Shareholder may transfer Common Stock Dispose of Shares on his or her death to such Shareholder’s estate, executor, administrator or personal representative or to such Shareholder’s beneficiaries pursuant to a devise or bequest or by laws of descent and distribution; ­; (c) Each Shareholder may transfer Common Stock Dispose of Shares as a gift or other transfer without consideration; (d) Each Shareholder may make a bona fide pledge of Common Stock Shares to a lender; and, (e) Each Shareholder may participate in any transaction in which all holders of Dispose of, through bona fide market sale transactions, up to 15,000 Shares during the Common Stock of the Company participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving the Company, a disposition of the Common Stock in connection with the exercise of any rights, warrants or other securities distributed to the Company’s stockholders, or a tender or exchange offer for the Common Stock, Lock-up Period. provided, however, that in the case of any transfer of Common Stock Shares pursuant to clauses (a), (c), and (d), the transferor shall, at the request of the Company, provide evidence (which may include, without limitation, an opinion of counsel satisfactory in form, scope and substance to the Company in its sole discretion as the issuer thereof) satisfactory to the Company that the transfer is exempt from the registration requirements of the Securities ActAct of 1933, and as amended. In the event Shareholder Disposes of Shares described in this Section 2, such Common Stock Shares shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver a counterpart of this Agreement. Thereafter, such transferee shall be deemed to be the Shareholder for purposes of this Agreement.

Permitted Dispositions. The following dispositions of Common Stock shall not be subject to the restriction on transfer Lock-up set forth in Section 1: (a) Each Shareholder Stockholder may transfer Dispose of Common Stock to his or her spouse, siblings, parents or any natural or adopted children or other descendants or to any personal trust for the sole benefit of in which any such family members and/or Shareholdermember or Stockholder retains the entire beneficial interest; (b) Each Shareholder Stockholder may transfer Dispose of Common Stock on his or her death to such Shareholder’s Stockholder's estate, executor, administrator or personal representative or to such Shareholder’s Stockholder's beneficiaries pursuant to a devise or bequest or by laws of descent and distribution; ­; (c) Each Shareholder Stockholder may transfer Dispose of Common Stock as a gift or other transfer without consideration; (d) Each Shareholder Stockholder may make a bona fide pledge of Common Stock to a lender; and,lender and may Dispose of such Common Stock to such lender upon foreclosure or in lieu of foreclosure on such bona fide pledge; (e) Each Shareholder Stockholder may participate in any transaction in which all holders Dispose of the Common Stock of the Company participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving the Company, a disposition of the Common Stock in connection with a transaction that is exempt from the exercise registration requirements of any rightsthe Securities Act of 1933, warrants or as amended, pursuant to Rule 144 of the Securities and Exchange Commission; and (f) Stockholder may Dispose of Common Stock in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended, other securities distributed than pursuant to Rule 144 of the Company’s stockholdersSecurities and Exchange Commission. PROVIDED, or a tender or exchange offer for the Common Stock, provided, howeverHOWEVER, that in the case of any transfer of Common Stock pursuant to clauses (a), (c), (d) and (df), the transferor shall, at the request of the Company, provide evidence (which may include, without limitation, an opinion of counsel satisfactory in form, scope and substance to the Company in its sole discretion as the issuer thereof) satisfactory to the Company that the transfer is exempt from the registration requirements of the Securities Act. In the event Stockholder Disposes of Common Stock pursuant to clauses (a), and (b), (c) or (f), such Common Stock shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver a counterpart of this Agreement. Thereafter, such transferee shall be deemed to be the Shareholder Stockholder for purposes of this Agreement.

Permitted Dispositions. The following dispositions of Common Stock shall not be subject to the restriction on transfer set forth in Section 1: (a) Each Shareholder The Stockholder may transfer Common Stock to his or her spouse, siblings, parents or any natural or adopted children or other descendants or to any personal trust for the sole benefit of such family members and/or ShareholderStockholder; (b) Each Shareholder The Stockholder may transfer Common Stock on his or her death to such ShareholderStockholder’s estate, executor, administrator or personal representative or to such ShareholderStockholder’s beneficiaries pursuant to a devise or bequest or by laws of descent and distribution; ­; (c) Each Shareholder The Stockholder may transfer Common Stock as a gift or other transfer without consideration; (d) Each Shareholder The Stockholder may make a bona fide pledge of Common Stock to a lender; and,; (e) Each Shareholder The Stockholder may participate in any transaction in which all holders of the Common Stock of the Company participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving the Company, a disposition of the Common Stock in connection with the exercise of any rights, warrants or other securities distributed to the Company’s stockholders, or a tender or exchange offer for the Common Stock; and (f) Beginning on the date that is six months following the Effective Date, the Stockholder may sell, in any three month period during the Period, up to the number of shares of Common Stock which such Stockholder would be able to sell during such period under the volume restrictions of Rule 144(e) as promulgated by the Securities and Exchange Commission (the “Rule 144 Limitation Amount”), provided that, in any thirty (30) day period during the Period, the Stockholder may not sell more than one-third (1/3) of the Rule 144 Limitation Amount, provided, however, that in the case of any transfer of Common Stock pursuant to clauses (a), (c), and (d), the transferor shall, at the request of the Company, provide evidence (which may include, without limitation, an opinion of counsel satisfactory in form, scope and substance to the Company in its sole discretion as the issuer thereof) satisfactory to the Company that the transfer is exempt from the registration requirements of the Securities Act, and such Common Stock shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver a counterpart of this Agreement. Thereafter, such transferee shall be deemed to be the Shareholder Stockholder for purposes of this Agreement.

Permitted Dispositions. The following dispositions of Common Stock Shares shall not be subject to the restriction restrictions on transfer set forth in Section 1: (a) Each The Shareholder may transfer Common Stock Shares as long as such transaction is not through open market transactions; (b) The Shareholder may transfer Shares to his or her spouse, or to his siblings, parents or any natural or adopted children or other descendants or to any personal trust for the sole benefit of such family members and/or Shareholder; (bc) Each The Shareholder may transfer Common Stock Shares on his or her death to such Shareholder’s estate, executor, administrator or personal representative or to such Shareholder’s beneficiaries pursuant to a devise or bequest or by laws of descent and distribution; ­; (cd) Each The Shareholder may transfer Common Stock Shares as a gift or other transfer without consideration; (de) Each The Shareholder may make a bona fide pledge of Common Stock Shares to a lender; and, (ef) Each The Shareholder may participate in any transaction in which all holders of the Common Stock of the Company participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving the Company, a disposition of the Common Stock in connection with the exercise of any rights, warrants or other securities distributed to the Company’s stockholders, or a tender or exchange offer for the Common Stock, provided, however, that in the case of any transfer of Common Stock Shares pursuant to clauses (ab), (cd), and (de), the transferor shall, at the request of the Company, provide evidence (which may include, without limitation, an opinion of counsel satisfactory in form, scope and substance to the Company in its sole discretion as the issuer thereof) satisfactory to the Company that the transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and such Common Stock Shares shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver a counterpart of this Agreement. Thereafter, such transferee shall be deemed to be the Shareholder for purposes of this Agreement. The foregoing requirements shall also apply to dispositions made pursuant to clause (a) but only with regard to a transaction or series of transactions that involves 10% or more of the Shares. The Shareholder has delivered to the Company and the Company has accepted without objection an opinion of Xxxxx & Xxx Xxxxxx LLP (“EVW”), counsel to the Shareholder, that the Shareholder is not an “affiliate” of the Company (as defined in Rule 405 of the Securities Act) as of this date; it being understood that should the Shareholder increase his ownership of Common Stock or become actively engaged in the business of the Company as a director, officer or otherwise (each, an “Event Resulting in a Possible Change in Affiliate Status”), his status as an “affiliate’ may be subject to change. The Company reserves the right to request an opinion of EVW or other counsel to Shareholder reasonable acceptable to the Company concerning the “affiliate” status of the Shareholder if it has a reasonable basis for requesting such an opinion based upon an Event Resulting in a Possible Change in Affiliate Status.