Common use of Termination of the Company’s Obligations Clause in Contracts

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 or 2.3 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could be sold under Rule 144 promulgated under the Act in a single transaction.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.1 and 2.2 or 2.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.1 or 2.2 or 2.3 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held proposed to be sold by such a Holder could may then be sold under (a) Rule 144 promulgated under the Act in a single transactiontransaction without exceeding the applicable volume limitations thereunder, or (b) under Rule 144(k).

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 this Section 2 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 2.2, 2.3 or 2.3 2.4 more than seven (7) years after the date of this Agreement, or, if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held proposed to be sold by such a Holder could may then be sold under Rule 144 promulgated under in one transaction without exceeding the Act in a single transactionvolume limitations thereunder.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 or 2.3 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could be sold under in a single transaction in reliance upon Rule 144 promulgated under the Act in a single transactionSecurities Act.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 Section 1.2 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 or 2.3 1.2 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could proposed to be sold by a Holder may be sold in a three (3) month period without registration under the Securities Act pursuant to Rule 144 promulgated under the Act in a single transactionSecurities Act.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 Section 2.1 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 or 2.3 2.1 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, Rule 144 and Regulation S under the Securities Act permits all such Registrable Securities held by such Holder could to be sold under Rule 144 promulgated under the Act in a single transactiontransaction without registration.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 or 2.3 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held proposed to be sold by such a Holder could may then be sold under Rule 144 promulgated under in any three month period without exceeding the Act in a single transactionvolume limitations thereunder.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 4.2 or 2.3 4.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 4.2 or 2.3 4.3 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could be sold under Rule 144 promulgated under the Act in a single transaction.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 1.2 or 2.3 1.3 with respect to any Registrable Securities if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder in a may be sold without registration under the Securities Act pursuant to Section 2.2 or 2.3 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could be sold under Rule 144 promulgated 144(k) under the Act in a single transactionSecurities Act.

Termination of the Company’s Obligations. The Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 2.2 2.2, 2.3, or 2.3 2.4 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 or 2.3 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, where all such Registrable Securities held by such Holder could are eligible to be sold without restriction under Rule 144 promulgated under the Act in a single transactionwithin any 90-day period.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 1.2 or 2.3 1.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 1.2 or 2.3 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, 1.3 if all such Registrable Securities held by such Holder could proposed to be sold under Rule 144 promulgated by a Holder (and its affiliates) may be sold without limitation or registration under the Securities Act in a single transactionpursuant to Rule 144.

Termination of the Company’s Obligations. The Notwithstanding the foregoing, the Company shall have no obligations pursuant to Sections 2.2 or 2.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 or 2.3 registered public offering if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held proposed to be sold by such a Holder could may then be sold under Rule 144 promulgated under in one transaction without exceeding the Act in a single transactionvolume limitations thereunder.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 2.3, 2.4 and 2.5 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 Sections 2.3, 2.4 or 2.3 2.5 after the second (2nd) anniversary of the Qualified IPO, or, if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could proposed to be sold under by a Holder may then be sold without registration in any ninety (90) day period pursuant to Rule 144 promulgated under the Act in a single transactionSecurities Act.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 2.2, 2.3 or 2.3 2.4 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 Sections 2.2, 2.3 or 2.3 2.4 following the Company’s initial public offering if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could proposed to be sold under by a Holder may be sold in a three month period pursuant to Rule 144 promulgated under the Act in a single transaction.Securities Act. Without limiting the foregoing provisions of this

Termination of the Company’s Obligations. The Company shall will have no obligations pursuant to Sections 2.2 or 2.3 Section 1.2 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 or 2.3 1.2 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could proposed to be sold by a Holder may be sold without restriction or registration under the Securities Act pursuant to Rule 144 promulgated under the Act in a single transactionSecurities Act.

Termination of the Company’s Obligations. The Company shall will have no obligations pursuant to Sections 2.2 or 2.3 Section 1.2 with respect to any Registrable Securities proposed to be sold by a Holder the Sole Shareholder in a registration pursuant to Section 2.2 or 2.3 1.2 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could proposed to be sold under Rule 144 promulgated by the Sole Shareholder may be sold within a three-month period following such opinion without registration or volume or other limitations under the Securities Act in a single transactionor any of the rules or regulations promulgated thereunder, including without limitation Rule 144.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 Section 1.2 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 or 2.3 1.2 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could proposed to be sold by a Holder may be sold in any three (3) month period without registration under the Securities Act pursuant to and in accordance with Rule 144 promulgated under the Securities Act in a single transactionwithout restrictions or manner of sale requirements.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 Section 3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 or 2.3 3 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could may then be sold under without registration pursuant to Rule 144 promulgated under the Act in a single transactionSecurities Act.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 through 2.4 with respect to any Registrable Securities proposed to be sold by a Holder Requestor in a registration pursuant to Section 2.2 2.2, 2.3 or 2.3 2.4 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held then requested to be registered by such Holder could Requestor may be sold in a three (3) month period without registration under the Securities Act pursuant to Rule 144 promulgated under the Act in a single transactionSecurities Act.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.1 through 2.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.1, 2.2 or 2.3 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could proposed to be sold by a Holder may be sold in a three (3) month period without registration under the Securities Act pursuant to Rule 144 promulgated under the Act in a single transactionSecurities Act.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 Section 1.2 or 2.3 Section 1.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 1.2 or 2.3 Section 1.3 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could proposed to be sold by a Holder may be sold in a three (3) month period without registration under the Securities Act pursuant to Rule 144 promulgated under the Act in a single transactionSecurities Act.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 2 and 3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 or 2.3 Sections 2 and 3 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could proposed to be sold by a Holder may be sold in a 60-day period without registration under the Securities Act pursuant to Rule 144 144(k) promulgated under the Act in a single transactionSecurities Act.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 2.3, 2.4 and 2.5 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 2.3, 2.4 or 2.3 2.5 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could may then be sold under without registration pursuant to Rule 144 promulgated under the Act in Securities Act. In any event, the rights under Sections 2.3, 2.4 and 2.5 shall terminate five (5) years after a single transactionQualified Public Offering.

Termination of the Company’s Obligations. The Company shall have no ---------------------------------------- obligations pursuant to Sections 2.2 or 2.3 this Section 2 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 2.2, 2.3 or 2.3 2.4 more than seven (7) years after the date of this Agreement, or, if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held proposed to be sold by such a Holder could may then be sold under Rule 144 promulgated under in one transaction without exceeding the Act in a single transactionvolume limitations thereunder.

Termination of the Company’s Obligations. The Company shall ---------------------------------------- have no obligations pursuant to Sections 2.2 or 2.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section Sections 2.2 or 2.3 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could proposed to be sold by a Holder may be sold in a three-month period without registration under the Securities Act pursuant to Rule 144 promulgated under the Act in a single transactionSecurities Act.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 through 2.4 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 2.2, 2.3 or 2.3 2.4 (i) after January 10, 2007 or (ii), if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held proposed to be sold by such a Holder could may then be sold under Rule 144 promulgated under in one transaction without exceeding the Act in a single transactionvolume limitations thereunder.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 2.3, 2.4 and 2.5 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 2.3, 2.4 or 2.3 2.5 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held by such Holder could may then be sold under without registration pursuant to Rule 144 promulgated under the Act in a single transactionSecurities Act.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 1.2 and 1.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 1.2 or 2.3 1.3 more than ten (10) years after the date of this Warrant, or, if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held proposed to be sold by such a Holder could may then be sold under Rule 144 promulgated under in one transaction without exceeding the Act in a single transactionvolume limitations thereunder.

Termination of the Company’s Obligations. The Company shall will have no obligations pursuant to Sections 2.2 or and 2.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 or and 2.3 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such the Registrable Securities held by such Holder could then registered or proposed to be registered may be sold in a three (3) month period without registration under the Securities Act pursuant to Rule 144 promulgated under the Act in a single transactionSecurities Act.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 through 2.4 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 2.2, 2.3 or 2.3 2.4 more than seven (7) years after the date of this Agreement, or, if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held proposed to be sold by such a Holder could may then be sold under Rule 144 promulgated under in one transaction without exceeding the Act in a single transactionvolume limitations thereunder.

Termination of the Company’s Obligations. The Company shall have no ---------------------------------------- obligations pursuant to Sections 2.2 or 2.3 through 2.4 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2.2 2.2, 2.3 or 2.3 2.4 if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held proposed to be sold by such a Holder could may then be sold under Rule 144 promulgated under in one transaction without exceeding the Act in a single transactionvolume limitations thereunder.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.1 or 2.2 or 2.3 with respect to any Registrable Securities proposed to be sold by a Holder the Investor in a registration pursuant to Section Sections 2.1 or 2.2 or 2.3 more than five (5) years after the date of this Agreement, or, if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held proposed to be sold by such Holder could the Investor may then be sold under Rule 144 promulgated under in one transaction without exceeding the Act in a single transactionvolume limitations thereunder.

Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.2 or 2.3 1.2 and 1.3 with respect to any Registrable Securities proposed to be sold by a Registered Holder in a registration pursuant to Section 2.2 1.2 or 2.3 1.3 more than ten (10) years after the date of this Warrant, or, if, in the reasonable opinion of counsel to the Company, addressed to such Holder, all such Registrable Securities held proposed to be sold by such a Registered Holder could may then be sold under Rule 144 promulgated under in one transaction without exceeding the Act in a single transactionvolume limitations thereunder.