Common use of Securities Subject to This Agreement Clause in Contracts

Securities Subject to This Agreement. (a) The Registrable Securities held in the name of any Holder are the sole securities entitled to the benefits of this Agreement. (b) Registrable Securities held by any Holder shall cease to be Registrable Securities (and such Holder shall cease to have any registration rights with respect thereto under this Agreement) on the date and to the extent that (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been sold or transferred in accordance with the requirements of Rule 144, (iii) such Registrable Securities have been otherwise transferred or disposed of, the Company shall have delivered the Registrable Securities either in certificated form without any legend restricting further transfer or disposition thereof or in book-entry form on the stock transfer records of the Company without notation as to any restrictions on further transfer or disposition thereof and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (iv) all Registrable Securities then held in the name of such Holder may be sold or transferred by such Holder pursuant to Rule 144 without limitation or restriction under any of the requirements of Rule 144 (as determined by the Company in good faith) or (v) such Registrable Securities have ceased to be outstanding.

Securities Subject to This Agreement. (a) The Registrable Securities held in the name of any Holder are the sole securities entitled to the benefits of this Agreement. (b) . For the purposes of this Agreement, Registrable Securities held by any Holder shall cease to be Registrable Securities (and such Holder shall cease to have any registration rights with respect thereto to such securities under this Agreement) on the date and to the extent that (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been sold or transferred in accordance with the requirements of Rule 144, (iii) such Registrable Securities have been otherwise transferred or disposed of, the Company shall have delivered the Registrable Securities either in certificated form without any certificates therefor not bearing a legend restricting further transfer or disposition thereof or in book-entry form on the stock transfer records of shall have been delivered by the Company without notation as to any restrictions on further transfer or disposition thereof and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (iv) all Registrable Securities then held in the name of owned by such Holder may be sold or transferred by such Holder pursuant to Rule 144 without limitation holding period, volume or restriction manner of offering limitations under the Securities Act and the rules and regulations thereunder, provided that such Registrable Securities, on an as-converted basis assuming that all of such Registrable Securities that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock, do not exceed 2% of the total number of shares of Common Stock then outstanding, (v) all Registrable Securities then owned by such Holder may be sold or transferred by such Holder within any of three-month period in accordance with the requirements of Rule 144 (as determined by the Company in good faith) or (vvi) such Registrable Securities have ceased to be outstanding.

Securities Subject to This Agreement. (a) The Registrable Securities held in the name of any Holder are the sole securities entitled to the benefits of this Agreement are the Shares issued by the General Partner to the Rights Holders upon conversion (pursuant to Article XI of the Partnership Agreement. ) of Partnership Units held by such Rights Holders, and any other securities issued by the General Partner in exchange for any of such Shares (b) collectively, the "Registrable Securities" but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities held shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by any Holder reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a Registrable Security shall cease to be a Registrable Securities (and such Holder shall cease to have any registration rights with respect thereto under this Agreement) on the date and to the extent that Security when (i) a Registration Statement covering such Registrable Securities security has been declared effective effectively registered under the Securities Act and such Registrable Securities have security has been disposed of pursuant to such effective Registration Statementregistration statement, (ii) such Registrable Securities have been sold security is sold, or transferred is capable of being sold, in accordance with the requirements of reliance on Rule 144, 144 (iiior any similar provision then in effect) such Registrable Securities have been otherwise transferred or disposed of, the Company shall have delivered the Registrable Securities either in certificated form without any legend restricting further transfer or disposition thereof or in book-entry form on the stock transfer records of the Company without notation as to any restrictions on further transfer or disposition thereof and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (iii) such security has been otherwise transferred and (a) the General Partner has delivered a new certificate or other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (b) in the reasonable opinion of counsel to the General Partner, the subsequent disposition of such security would not require the registration or qualification under the Securities Act, or (iv) all Registrable Securities then held in the name of such Holder may be sold or transferred by such Holder pursuant to Rule 144 without limitation or restriction under any of the requirements of Rule 144 (as determined by the Company in good faith) or (v) such Registrable Securities have security has ceased to be outstanding.

Securities Subject to This Agreement. (a) The Registrable Securities held in the name of any Holder are the sole securities entitled to the benefits of this Agreement are the Registrable Securities. For the purposes of this Agreement. (b) , Registrable Securities held by any Holder shall will cease to be Registrable Securities (and such Holder shall cease to have any registration rights with respect thereto under this Agreement) on the date and to the extent that when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities they have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been sold are distributed to the public pursuant to Rule 144 (or transferred any similar provision then in accordance with force) under the requirements of Rule 144Securities Act, (iii) such Registrable Securities shall have been otherwise transferred or disposed oftransferred, the Company shall have delivered the new certificates for such Registrable Securities either in certificated form without any not bearing a legend restricting further transfer or disposition thereof or in book-entry form on the stock transfer records of shall have been delivered by the Company without notation as to any restrictions on further transfer or disposition thereof and, at such time, and subsequent transfer or disposition of such securities Registrable Securities shall not require registration or qualification of such securities Registrable Securities under the Securities ActAct or any state securities or blue sky law then in force, (iv) all Registrable Securities then held in the name of such Holder may be sold or transferred by such Holder pursuant to Rule 144 without limitation or restriction under any of the requirements of Rule 144 (as determined by the Company in good faith) or Effective Period ends, (v) such Registrable Securities shall have ceased to be outstanding, or (vi) in the written opinion of counsel to the Company, when all Registrable Securities may be transferred by the Holders without registration pursuant to Rule 144 under the Securities Act without regard to the volume limitation or manner of sale limitations contained therein.

Securities Subject to This Agreement. (a) The Registrable Securities held in the name of any Holder are the sole securities entitled to the benefits of this Agreement. (b) Agreement are the Registrable Securities held by but, with respect to any Holder particular Registrable Security, only so long as such security continues to be a Registrable Security. A Registrable Security shall cease to be a Registrable Securities (and such Holder shall cease to have any registration rights with respect thereto under this Agreement) on the date and to the extent that Security when (i) a Registration Statement covering such Registrable Securities it has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been sold or transferred in accordance with the requirements of Rule 144, (iii) such Registrable Securities have been otherwise transferred or disposed of, the Company shall have delivered the Registrable Securities either in certificated form without any legend restricting further transfer or disposition thereof or in book-entry form on the stock transfer records of the Company without notation as to any restrictions on further transfer or disposition thereof and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities a transaction registered under the Securities Act, (ivii) all Registrable Securities then held in the name of such Holder may be it has been sold or transferred by such Holder pursuant to Rule 144 under the Securities Act, (iii) an opinion of counsel to the Corporation (the form and scope of which shall be reasonably satisfactory to the holder of such Registrable Security) shall have been delivered to such holder, or an opinion of counsel to the holder of such Registrable Security (the form and scope of which shall be reasonably satisfactory to the Corporation), shall have been delivered to the Corporation, in either case to the effect that such Registrable Security may be publicly offered for sale in the United States without limitation restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act, and the Corporation shall have offered to deliver replacement certificates for such securities that do not bear any of the requirements of Rule 144 (as determined by the Company in good faith) restrictive legend, or (viv) such Registrable Securities have ceased it has been sold or transferred in a private transaction in which the transferor's rights under this Agreement are not assigned to be outstandingthe transferee.

Securities Subject to This Agreement. (a) The Registrable Securities held in the name of any Holder are the sole securities entitled to the benefits of this Agreement. (b) Registrable Securities held by any Holder shall cease to be Registrable Securities (and such Holder shall cease to have any registration rights with respect thereto under this Agreement) on the date and to the extent that (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been sold or transferred in accordance with the requirements of Rule 144, (iii) such Registrable Securities have been otherwise transferred or disposed of, the Company shall have delivered the Registrable Securities either in certificated form without any certificates therefor not bearing a legend restricting further transfer or disposition thereof or in book-entry form on the stock transfer records of shall have been delivered by the Company without notation as to any restrictions on further transfer or disposition thereof and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (iv) all Registrable Securities then held in the name of such Holder may be sold or transferred by such Holder pursuant to Rule 144 without limitation or restriction under any of the requirements of Rule 144 (as determined by the Company such Holder in good faith) or (v) such Registrable Securities have ceased to be outstanding.

Securities Subject to This Agreement. (a) The Registrable Securities held in the name of any Holder are the sole securities entitled to the benefits of this Agreement. (b) . For the purposes of this Agreement, and except as expressly provided in this Section 2, Registrable Securities held by any Holder shall cease to be Registrable Securities (and such Holder shall cease to have any registration rights with respect thereto to such securities under this Agreement) on the date and to the extent that (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been sold or transferred in accordance with the requirements of Rule 144, (iii) such Registrable Securities have been otherwise transferred or disposed of, the Company shall have delivered the Registrable Securities either in certificated form without any certificates therefor not bearing a legend restricting further transfer or disposition thereof or in book-entry form on the stock transfer records of shall have been delivered by the Company without notation as to any restrictions on further transfer or disposition thereof and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (iv) unless such Holder is SCANA or an Affiliate of SCANA, all Registrable Securities then held in the name of owned by such Holder may be sold or transferred by such Holder pursuant to Rule 144 without limitation holding period, volume or restriction manner of offering limitations under the Securities Act and the rules and regulations thereunder, (v) unless such Holder is SCANA or an Affiliate of SCANA, all Registrable Securities then owned by such Holder may be sold or transferred by such Holder within any of three-month period in accordance with the requirements of Rule 144 (as determined by the Company in good faith) or (vvi) such Registrable Securities have ceased to be outstanding.”

Securities Subject to This Agreement. (a) The Registrable Securities held in the name of any Holder are the sole securities entitled to the benefits of this Agreement. (b) Agreement are the Registrable Securities held by but, with respect to any Holder particular Registrable Security, only so long as such security continues to be a Registrable Security. A Registrable Security shall cease to be a Registrable Securities (and such Holder shall cease to have any registration rights with respect thereto under this Agreement) on the date and to the extent that Security when (i) a Registration Statement covering such Registrable Securities it has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been sold or transferred in accordance with the requirements of Rule 144, (iii) such Registrable Securities have been otherwise transferred or disposed of, the Company shall have delivered the Registrable Securities either in certificated form without any legend restricting further transfer or disposition thereof or in book-entry form on the stock transfer records of the Company without notation as to any restrictions on further transfer or disposition thereof and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities a transaction registered under the Securities Act, (ivii) all Registrable Securities then held in the name of such Holder may be it has been sold or transferred by such Holder pursuant to Rule 144 under the Securities Act, (iii) an opinion of counsel to the Corporation (the form and scope of which shall be reasonably satisfactory to the holder of such Registrable Security) shall have been delivered to such holder, or an opinion of counsel to the holder of such Registrable Security (the form and scope of which shall be reasonably satisfactory to the Corporation), shall have been delivered to the Corporation, in either case to the effect that such Registrable Security may be publicly offered for sale in the United States without limitation restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act, and the Corporation shall have offered to deliver replacement certificates for such securities that do not bear any of the requirements of Rule 144 (as determined by the Company in good faith) restrictive legend, or (viv) such Registrable Securities have ceased it has been sold or transferred in a private transaction in which the transferor’s rights under this Agreement are not assigned to be outstandingthe transferee.

Securities Subject to This Agreement. (a) The Registrable Securities held in the name of any Holder are the sole securities entitled to the benefits of this Agreement. (b) . For the purposes of this Agreement, Registrable Securities held by any Holder shall cease to be Registrable Securities (and such Holder shall cease to have any registration rights with respect thereto to such securities under this Agreement) on the date and to the extent that (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been sold or transferred in accordance with the requirements of Rule 144, (iii) such Registrable Securities have been otherwise transferred or disposed of, the Company shall have delivered the Registrable Securities either in certificated form without any certificates therefor not bearing a legend restricting further transfer or disposition thereof or in book-entry form on the stock transfer records of shall have been delivered by the Company without notation as to any restrictions on further transfer or disposition thereof and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (iv) all such Registrable Securities then held in the name of such Holder may be sold or transferred by such Holder pursuant to Rule 144 without limitation holding period, volume or restriction manner of offering limitations under the Securities Act and the rules and regulations thereunder, (v) all such Registrable Securities may be sold or transferred by such Holder within any of three-month period in accordance with the requirements of Rule 144 (as determined by the Company in good faith) or (vvi) such Registrable Securities have ceased to be outstanding.

Securities Subject to This Agreement. (a) The Registrable Securities Common Shares held in the name of any Holder Stockholder are the sole securities entitled to the benefits of this Agreement. (b) For the purposes of this Agreement, Registrable Securities Common Shares held by any Holder in the name of the Fidelity Stockholder or the Wayzata Stockholder shall cease to be Registrable Securities Common Shares (and such Holder Stockholder shall cease to have any registration rights with respect thereto to such securities under this Agreement) on the date and to the extent that (i) a Registration Statement covering such Registrable Securities Common Shares has been declared effective under the Securities Act and such Registrable Securities Common Shares have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities Common Shares have been sold or transferred in accordance with the requirements of Rule 144, (iii) such Registrable Securities Common Shares have been otherwise transferred or disposed of, the Company shall have delivered the Registrable Securities either in certificated form without any certificates therefor not bearing a legend restricting further transfer or disposition thereof or in book-entry form on the stock transfer records of shall have been delivered by the Company without notation as to any restrictions on further transfer or disposition thereof and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (iv) all Registrable Securities Common Shares then held in the name of such Holder Stockholder may be sold or transferred by such Holder Stockholder without holding period, volume or manner of offering limitations under the Securities Act and the rules and regulations thereunder and such Registrable Common Shares constitute less than 2% of the total number of shares of Common Stock then outstanding, (v) from and after January 1, 2009, all Registrable Common Shares then held in the name of such Stockholder may be sold or transferred by such Stockholder within any three-month period, including pursuant to Rule 144 without limitation or restriction under any of the requirements of Rule 144 (as determined by the Company in good faith) 144, or (vvi) such Registrable Securities Common Shares have ceased to be outstanding.

Securities Subject to This Agreement. (a) The Registrable Securities held in the name of any Holder are the sole securities entitled to the benefits of this Agreement. Agreement are (a) the Shares issued by the Company to the Holders, (b) the Shares issued by the Company to the Holders upon conversion of the Series A Convertible Preferred Stock, par value $.0001 per share ("Series A Preferred Stock"), of the Company, and (c) the Shares issued by the Company to the Holders upon exchange of the Units pursuant to the Partnership Agreement (collectively, the "Registrable Securities") but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities held shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater 2 number of shares (by any Holder reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a Registrable Security shall cease to be a Registrable Securities Security when (and a) such Holder shall cease to have any registration rights with respect thereto under this Agreement) on the date and to the extent that (i) a Registration Statement covering such Registrable Securities security has been declared effective effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), other than pursuant to Section 4 of this Agreement, and either (i) the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such Registrable Securities have security has been disposed of pursuant to such effective Registration Statementregistration statement, (iib) such Registrable Securities have been security is sold to the public in reliance on Rule 144 (or transferred any similar provision then in accordance with the requirements of Rule 144, (iiiforce) such Registrable Securities have been otherwise transferred or disposed of, the Company shall have delivered the Registrable Securities either in certificated form without any legend restricting further transfer or disposition thereof or in book-entry form on the stock transfer records of the Company without notation as to any restrictions on further transfer or disposition thereof and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (ivc) all Registrable Securities then held such security has been otherwise transferred, [except in connection with the exercise of the EJDC Option (as defined in the name Partnership Agreement), and (i) the Company has delivered a new certificate or other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such Holder may be sold security, the subsequent disposition of such security shall not require the registration or transferred by such Holder pursuant to Rule 144 without limitation or restriction qualification under any of the requirements of Rule 144 (as determined by the Company in good faith) Securities Act, or (vd) such Registrable Securities have security has ceased to be outstanding. Notwithstanding anything to the contrary herein, any Limited Partner may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Holder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange of Units exchangeable into such number of Shares as such Limited Partner has requested to be registered, or (ii) conversion of the Series A Preferred Stock into such number of Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on the effectiveness of the requested registration in connection with which it was delivered and (b) deemed to cover only such number of Units as are exchangeable into the number of Shares actually sold pursuant to the requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the requested registration. In the event that the Company elects to issue all cash in lieu of Shares upon the exchange of the Units covered by any such Exercise Notice, the registration requested by the Limited Partner that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration under Section 2.1 hereof. Nothing contained herein shall create any obligation on the part of the Company to issue Shares, rather than cash, upon the exchange of any Units.

Securities Subject to This Agreement. (a) The Registrable Securities held in the name of any Holder Shares are the sole securities entitled to the benefits of this Agreement. (b) . For the purposes of this Agreement, Registrable Securities Shares held by any Holder shall cease to be Registrable Securities Shares (and such Holder shall cease to have any registration rights with respect thereto to such securities under this Agreement) on the date and to the extent that (i) a Registration Statement covering such Registrable Securities Shares has been declared effective under the Securities Act and such Registrable Securities Shares have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities Shares have been sold or transferred in accordance with the requirements of Rule 144, (iii) such Registrable Securities Shares are eligible for resale by the Holders under Rule 144 without volume or manner-of-sale restrictions or public information requirements, as determined by ESAB in its discretion after consultation with Company counsel, and certificates (or book-entry notation) therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company, (iv) such Registrable Shares have been otherwise transferred or disposed of, the Company shall have delivered the Registrable Securities either in certificated form without any legend restricting further transfer or disposition thereof or in book-entry form on the stock transfer records of the Company without notation as to any restrictions on further transfer or disposition thereof and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, or (iv) all Registrable Securities then held in the name of such Holder may be sold or transferred by such Holder pursuant to Rule 144 without limitation or restriction under any of the requirements of Rule 144 (as determined by the Company in good faith) or (v) such Registrable Securities Shares have ceased to be outstanding.

Securities Subject to This Agreement. (a) The Registrable Securities held in the name of any Holder Common Shares are the sole securities entitled to the benefits of this Agreement. (b) . For the purposes of this Agreement, Registrable Securities Common Shares held by any Holder shall cease to be Registrable Securities Common Shares (and such Holder shall cease to have any registration rights with respect thereto to such securities under this Agreement) on the date and to the extent that (ia) a Registration Statement covering such Registrable Securities Common Shares has been declared effective under the Securities Act and such Registrable Securities Common Shares have been disposed of pursuant to such effective Registration Statement, (iib) such Registrable Securities Common Shares have been sold or transferred in accordance with the requirements of Rule 144144 or Rule 145, (iiic) such Registrable Securities Common Shares have been otherwise transferred or disposed of, the Company shall have delivered the Registrable Securities either in certificated form without any certificates therefor not bearing a legend restricting further transfer or disposition thereof or in book-entry form on the stock transfer records of shall have been delivered by the Company without notation as to any restrictions on further transfer or disposition thereof and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (ivd) all Registrable Securities Common Shares then held in the name of owned by such Holder may be sold or transferred by such Holder pursuant to Rule 144 without limitation holding period, volume or restriction manner of offering limitations under the Securities Act and the rules and regulations thereunder, provided that such Registrable Common Shares do not exceed 2% of the total number of shares of Common Stock then outstanding, (e) all Registrable Common Shares then owned by such Holder may be sold or transferred by such Holder within any of three-month period in accordance with the requirements of Rule 144 (as determined by the Company in good faith) or Rule 145 or (vf) such Registrable Securities Common Shares have ceased to be outstanding.

Securities Subject to This Agreement. (a) The Registrable Securities held in the name of any Holder are the sole securities entitled to the benefits of this Agreement. Agreement are the Shares that may be issued to the Holders pursuant to Sections 8.4 or 8.6 of the Mayflower Agreement (bcollectively, the “Registrable Securities”) but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities held shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by any Holder reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a Registrable Security shall cease to be a Registrable Security when (a) such security has been effectively registered under the Securities Act, other than pursuant to Section 4 of this Agreement, and either (and such Holder shall cease to have any i) the registration rights statement with respect thereto under this Agreementhas remained continuously effective for 150 days or (ii) on the date and to the extent that (i) a Registration Statement covering such Registrable Securities security has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statementregistration statement, (iib) such Registrable Securities have been security is sold to the public in reliance on Rule 144 (or transferred any similar provision then in accordance with the requirements of Rule 144, (iiiforce) such Registrable Securities have been otherwise transferred or disposed of, the Company shall have delivered the Registrable Securities either in certificated form without any legend restricting further transfer or disposition thereof or in book-entry form on the stock transfer records of the Company without notation as to any restrictions on further transfer or disposition thereof and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (ivc) all Registrable Securities then held such security has been otherwise transferred, and (i) the Company has delivered a new certificate or other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the name opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such Holder may be sold security, the subsequent disposition of such security shall not require the registration or transferred by such Holder pursuant to Rule 144 without limitation or restriction qualification under any of the requirements of Rule 144 (as determined by the Company in good faith) Securities Act, or (vd) such Registrable Securities have security has ceased to be outstanding.