Common use of Disposition of Securities Clause in Contracts

Disposition of Securities. (a) The Holder further agrees not to make any disposition of all or any of the Securities in any event unless and until the Holder shall have notified the Company of the proposed disposition and the manner of the proposed disposition and: (i) If reasonably requested, the Company shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition; provided, however, that no no-action letter shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder. (ii) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) If reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the effect that such disposition will not require registration of any of such Securities under the Act; provided, however, that no such opinion of counsel shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder. Upon receiving such notice and reasonably satisfactory opinion or no action letter, if so requested, the Holder of this Warrant or Shares shall be entitled to transfer such securities in accordance with the terms of its notice; provided, further, that if such transfer is intended to be pursuant to the provisions of Rule 144, the Company shall not require an opinion of counsel or no action letter except in unusual circumstances and that no such opinion of counsel or no action letter shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder. In addition, Holder agrees not to make any disposition of this Warrant, unless and until the transferee has agreed in writing for the benefit of the Company to be bound by the provisions of this Warrant as if such transferee were the original Holder hereof, provided and to the extent such provisions are then applicable. (b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend:

Disposition of Securities. Subject to compliance with all of the provisions of Section 4 hereof, any Holder shall have the right to transfer any Restricted Securities to any Person. (a) The Holder further agrees Subject to compliance with the provisions of Section 4 hereof, except with respect to the requirement for an opinion of counsel to the Holder, which shall not to make be required under this Section 5.01(a), any disposition of all or any of the Securities in any event unless and until the Holder shall have notified the Company of the proposed disposition and the manner of the proposed disposition andright to transfer any Restricted Securities: (i) If reasonably requested, to any Person who at the Company shall have received time owns (directly or indirectly) at least a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition; provided, however, that no no-action letter shall be required for a distribution to one or more partners majority of the transferor (in the case of a transferor that is a partnership) voting capital stock or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest other equity interests of such partner or stockholder.Holder; (ii) There is then in effect to any Person at least a registration statement under majority of whose voting capital stock shall at the Act covering time be owned (directly or indirectly) by such proposed disposition and Holder or by any Person who owns (directly or indirectly) at Warrant Agreement ----------------- least a majority of the voting capital stock or other equity interests of such disposition is made in accordance with said registration statementHolder; or (iii) If reasonably requested to another Initial Holder. (b) If, in the reasonable judgment of a Holder, a transfer is required to be effected by the Companysuch Holder because of a Regulatory Problem, the Company shall use reasonable efforts to assist such Holder shall have furnished the Company with an opinion in disposing of counselits Warrants and Warrant Stock, reasonably satisfactory subject to the Company, for the Holder to the effect that such disposition will not require registration of any of such Securities under the Act; provided, however, that no such opinion of counsel shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder. Upon receiving such notice and reasonably satisfactory opinion or no action letter, if so requested, the Holder of this Warrant or Shares shall be entitled to transfer such securities in accordance with the terms of its notice; providedthis Agreement and applicable law, further, that if to any prospective purchaser which is a financial institution or other institutional investor approved by the Company (which approval shall not be unreasonably withheld or delayed) of the Warrants or Warrant Stock owned by such transfer is intended to be pursuant to the provisions of Rule 144Holder as such purchaser may reasonably request (provided that, the Company shall not require an opinion be required to make available to such purchaser any documents or information if doing so would, in the reasonable judgment of counsel or no action letter except in unusual circumstances and that no such opinion of counsel or no action letter shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnershipCompany, compromise any attorney-client privilege existing with respect thereto) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect direct or indirect competitor of the beneficial interest Company. (c) In the event of such partner or stockholder. In addition, any underwritten public offering of Restricted Securities in which a Holder agrees not which is subject to make any disposition of this Warrant, unless and until the transferee has agreed in writing for the benefit of the Company to be bound by the provisions of this Regulation Y is participating, the Company shall use its reasonable efforts to assist the underwriter in ensuring that any Warrants or Warrant as if Stock issued by the Company and sold by such transferee were the original Holder hereof, provided and to the extent such provisions are then applicablewidely disseminated. (b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend:

Disposition of Securities. Subject to compliance with all of the provisions of Section 4 hereof, any Holder shall have the right to transfer any Restricted Securities to any Person. (a) The Holder further agrees Subject to compliance with the provisions of Section 4 hereof, except with respect to the requirement for an opinion of counsel to the Holder, which shall not to make be required under this Section 5.01(a), any disposition of all or any of the Securities in any event unless and until the Holder shall have notified the Company of the proposed disposition and the manner of the proposed disposition andright to transfer any Restricted Securities: (i) If reasonably requested, to any Person who at the Company shall have received time owns (directly or indirectly) at least a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition; provided, however, that no no-action letter shall be required for a distribution to one or more partners majority of the transferor (in the case of a transferor that is a partnership) voting capital stock or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest other equity interests of such partner or stockholder.Holder; (ii) There is then in effect to any Person at least a registration statement under majority of whose voting capital stock shall at the Act covering time be owned (directly or indirectly) by such proposed disposition and Holder or by any Person Warrant Agreement ----------------- who owns (directly or indirectly) at least a majority of the voting capital stock or other equity interests of such disposition is made in accordance with said registration statementHolder; or (iii) If reasonably requested to another Initial Holder. (b) If, in the reasonable judgment of a Holder, a transfer is required to be effected by the Companysuch Holder because of a Regulatory Problem, the Company shall use reasonable efforts to assist such Holder shall have furnished the Company with an opinion in disposing of counselits Warrants and Warrant Stock, reasonably satisfactory subject to the Company, for the Holder to the effect that such disposition will not require registration of any of such Securities under the Act; provided, however, that no such opinion of counsel shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder. Upon receiving such notice and reasonably satisfactory opinion or no action letter, if so requested, the Holder of this Warrant or Shares shall be entitled to transfer such securities in accordance with the terms of its notice; providedthis Agreement and applicable law, further, that if to any prospective purchaser which is a financial institution or other institutional investor approved by the Company (which approval shall not be unreasonably withheld or delayed) of the Warrants or Warrant Stock owned by such transfer is intended to be pursuant to the provisions of Rule 144Holder as such purchaser may reasonably request (provided that, the Company shall not require an opinion be required to make available to such purchaser any documents or information if doing so would, in the reasonable judgment of counsel or no action letter except in unusual circumstances and that no such opinion of counsel or no action letter shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnershipCompany, compromise any attorney-client privilege existing with respect thereto) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect direct or indirect competitor of the beneficial interest Company. (c) In the event of such partner or stockholder. In addition, any underwritten public offering of Restricted Securities in which a Holder agrees not which is subject to make any disposition of this Warrant, unless and until the transferee has agreed in writing for the benefit of the Company to be bound by the provisions of this Regulation Y is participating, the Company shall use its reasonable efforts to assist the underwriter in ensuring that any Warrants or Warrant as if Stock issued by the Company and sold by such transferee were the original Holder hereof, provided and to the extent such provisions are then applicablewidely disseminated. (b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend:

Disposition of Securities. Subject to compliance with all of the provisions of Section 4 hereof, any Holder shall have the right to transfer any Restricted Securities to any Person. (a) The Holder further agrees Subject to compliance with the provisions of Section 4 hereof, except with respect to the requirement for an opinion of counsel to the Holder, which shall not to make be required under clauses (i), (ii) or (iii) of this Section 5.01(a), any disposition of all or any of the Securities in any event unless and until the Holder shall have notified the Company of the proposed disposition and the manner of the proposed disposition andright to transfer any Restricted Securities: (i) If reasonably requested, to any Person who at the Company shall have received time owns (directly or indirectly) at least a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition; provided, however, that no no-action letter shall be required for a distribution to one or more partners majority of the transferor (in the case of a transferor that is a partnership) voting capital stock or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest other equity interests of such partner or stockholder.Holder; (ii) There is then in effect to any Person at least a registration statement under majority of whose voting capital stock shall at the Act covering time be owned (directly or indirectly) by such proposed disposition and Holder or by any Person who owns (directly or indirectly) at least a majority of the voting capital stock or other equity interests of such disposition is made in accordance with said registration statementHolder; (iii) to another Investor; or (iiiiv) If reasonably requested in amounts such that, after giving effect thereto, no single transferee and its affiliates shall hold more that 2% of the aggregate number of shares of voting stock of the Issuer (including all warrants, options and similar rights exercisable or convertible into shares of such voting stock). (b) If, in the reasonable judgment of a Holder, a transfer is required to be effected by the Companysuch Holder because of a Regulatory Problem, the Issuer shall use reasonable efforts to assist such Holder shall have furnished the Company with an opinion in disposing of counselits Warrants and Warrant Stock, reasonably satisfactory subject to the Company, for the Holder to the effect that such disposition will not require registration of any of such Securities under the Act; provided, however, that no such opinion of counsel shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder. Upon receiving such notice and reasonably satisfactory opinion or no action letter, if so requested, the Holder of this Warrant or Shares shall be entitled to transfer such securities in accordance with the terms of its notice; providedthis Agreement and applicable law, furtherto any prospective purchaser which is a financial institution or other institutional investor approved by the Issuer (which approval shall not be unreasonably withheld or delayed) of the Warrants or Warrant Stock owned by such Holder as such purchaser may reasonably request (provided that, that the Issuer shall not be required to make available to such purchaser any documents or information if such transfer is intended to be pursuant doing so would, in the reasonable judgment of counsel to the provisions of Rule 144Issuer, the Company shall not require an opinion of counsel or no action letter except in unusual circumstances and that no such opinion of counsel or no action letter shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder. In addition, Holder agrees not to make any disposition of this Warrant, unless and until the transferee has agreed in writing for the benefit of the Company to be bound by the provisions of this Warrant as if such transferee were the original Holder hereof, provided and to the extent such provisions are then applicable. (b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend:compromise

Disposition of Securities. Subject to compliance with all of the provisions of SECTION 4 hereof, any Holder shall have the right to transfer any Restricted Securities to any Person. (a) The Holder further agrees Subject to compliance with the provisions of SECTION 4 hereof, except with respect to the requirement for an opinion of counsel to the Holder, which shall not to make be required WARRANT AGREEMENT under this SECTION 5.01(A), any disposition of all or any of the Securities in any event unless and until the Holder shall have notified the Company of the proposed disposition and the manner of the proposed disposition andright to transfer any Restricted Securities: (i) If reasonably requested, to any Person who at the Company shall have received time owns (directly or indirectly) at least a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition; provided, however, that no no-action letter shall be required for a distribution to one or more partners majority of the transferor (in the case of a transferor that is a partnership) voting capital stock or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest other equity interests of such partner or stockholder.Holder; (ii) There is then in effect to any Person at least a registration statement under majority of whose voting capital stock shall at the Act covering time be owned (directly or indirectly) by such proposed disposition and Holder or by any Person who owns (directly or indirectly) at least a majority of the voting capital stock or other equity interests of such disposition is made in accordance with said registration statementHolder; or (iii) If reasonably requested to another Initial Holder. (b) If, in the reasonable judgment of a Holder, a transfer is required to be effected by the Companysuch Holder because of a Regulatory Problem, the Company shall use reasonable efforts to assist such Holder shall have furnished the Company with an opinion in disposing of counselits Warrants and Warrant Stock, reasonably satisfactory subject to the Company, for the Holder to the effect that such disposition will not require registration of any of such Securities under the Act; provided, however, that no such opinion of counsel shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder. Upon receiving such notice and reasonably satisfactory opinion or no action letter, if so requested, the Holder of this Warrant or Shares shall be entitled to transfer such securities in accordance with the terms of its notice; providedthis Agreement and applicable law, further, that if to any prospective purchaser which is a financial institution or other institutional investor approved by the Company (which approval shall not be unreasonably withheld or delayed) of the Warrants or Warrant Stock owned by such transfer is intended to be pursuant to the provisions of Rule 144Holder as such purchaser may reasonably request (PROVIDED that, the Company shall not require an opinion be required to make available to such purchaser any documents or information if doing so would, in the reasonable judgment of counsel or no action letter except in unusual circumstances and that no such opinion of counsel or no action letter shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnershipCompany, compromise any attorney-client privilege existing with respect thereto) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect direct or indirect competitor of the beneficial interest Company. (c) In the event of such partner or stockholder. In addition, any underwritten public offering of Restricted Securities in which a Holder agrees not which is subject to make any disposition of this Warrant, unless and until the transferee has agreed in writing for the benefit of the Company to be bound by the provisions of this Regulation Y is participating, the Company shall use its reasonable efforts to assist the underwriter in ensuring that any Warrants or Warrant as if Stock issued by the Company and sold by such transferee were the original Holder hereof, provided and to the extent such provisions are then applicable. (b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend:widely disseminated. WARRANT AGREEMENT

Disposition of Securities. (a) The Holder further agrees not to make any disposition of all or any of the Securities in any event unless and until the Holder shall have notified the Company of the proposed disposition and the manner of the proposed disposition and: (i) If reasonably requested, the Company shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition; provided, however, that no no-action letter shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder.; (ii) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) If reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the effect that such disposition will not require registration of any of such Securities under the Act; provided, however, that no such opinion of counsel shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder. Upon receiving such notice and reasonably satisfactory opinion or no action letter, if so requested, the Holder of this Warrant or Shares shall be entitled to transfer such securities in accordance with the terms of its notice; provided, further, that if such transfer is intended to be pursuant to the provisions of Rule 144, the Company shall not require an opinion of counsel or no action letter except in unusual circumstances and that no such opinion of counsel or no action letter shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder. In addition, Holder agrees not to make any disposition of this Warrant, unless and until the transferee has agreed in writing for the benefit of the Company to be bound by the provisions of this Warrant as if such transferee were the original Holder hereof, provided and to the extent such provisions are then applicable. (b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend:: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.

Disposition of Securities. Subject to compliance with all of the provisions of Section 4 hereof, any Holder shall have the right to transfer any Restricted Securities to any Person. (a) The Holder further agrees Subject to compliance with the provisions of Section 4 hereof, except with respect to the requirement for an opinion of counsel to the Holder, which shall not to make be required under this Section 5.01(a), any disposition of all or any of the Securities in any event unless and until the Holder shall have notified the Company of the proposed disposition and the manner of the proposed disposition andright to transfer any Restricted Securities: (i) If reasonably requested, to any Person who at the Company shall have received time owns (directly or indirectly) at least a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition; provided, however, that no no-action letter shall be required for a distribution to one or more partners majority of the transferor (in the case of a transferor that is a partnership) voting capital stock or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest other equity interests of such partner or stockholder.Holder; (ii) There is then in effect to any Person at least a registration statement under majority of whose voting capital stock shall at the Act covering time be owned (directly or indirectly) by such proposed disposition and Holder or by any Person who owns (directly or indirectly) at least a majority of the voting capital stock or other equity interests of such disposition is made in accordance with said registration statementHolder; or (iii) If reasonably requested to another Investor. (b) If, in the reasonable judgment of a Holder, a transfer is required to be effected by the Companysuch Holder because of a Regulatory Problem, the Issuer shall use reasonable efforts to assist such Holder shall have furnished the Company with an opinion in disposing of counselits Warrants and Warrant Stock, reasonably satisfactory subject to the Company, for the Holder to the effect that such disposition will not require registration of any of such Securities under the Act; provided, however, that no such opinion of counsel shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder. Upon receiving such notice and reasonably satisfactory opinion or no action letter, if so requested, the Holder of this Warrant or Shares shall be entitled to transfer such securities in accordance with the terms of its notice; providedthis Agreement and applicable law, furtherto any prospective purchaser which is a financial institution or other institutional investor Warrant Agreement approved by the Issuer (which approval shall not be unreasonably withheld or delayed) of the Warrants or Warrant Stock owned by such Holder as such purchaser may reasonably request (provided that, that the Issuer shall not be required to make available to such purchaser any documents or information if such transfer doing so would, in the reasonable judgment of counsel to the Issuer, compromise any attorney-client privilege existing with respect thereto) or to a direct or indirect competitor of the Issuer. (c) In the event of any underwritten public offering of Restricted Securities in which a Holder which is intended to be pursuant subject to the provisions of Rule 144Regulation Y is participating, the Company Issuer shall not require an opinion of counsel or no action letter except use its reasonable efforts to assist the underwriter in unusual circumstances and ensuring that no such opinion of counsel or no action letter shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder. In addition, Holder agrees not to make any disposition of this Warrant, unless and until the transferee has agreed in writing for the benefit of the Company to be bound Warrant Stock issued by the provisions of this Warrant as if Issuer and sold by such transferee were the original Holder hereof, provided and to the extent such provisions are then applicablewidely disseminated. (b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend:

Disposition of Securities. Subject to compliance with all of the provisions of Section 4 hereof, any Holder shall have the right to transfer any Restricted Securities to any Person. (a) The Holder further agrees Subject to compliance with the provisions of Section 4 hereof, except with respect to the requirement for an opinion of counsel to the Holder, which shall not to make be required under this Section 5.01(a), any disposition of all or any of the Securities in any event unless and until the Holder shall have notified the Company of the proposed disposition and the manner of the proposed disposition andright to transfer any Restricted Securities: (i) If reasonably requested, to any Person who at the Company shall have received time owns (directly or indirectly) at least a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition; provided, however, that no no-action letter shall be required for a distribution to one or more partners majority of the transferor (in the case of a transferor that is a partnership) voting capital stock or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest other equity interests of such partner or stockholder.Holder; (ii) There is then in effect to any Person at least a registration statement under majority of whose voting capital stock shall at the Act covering time be owned (directly or indirectly) by such proposed disposition and Holder or by any Person who owns (directly or indirectly) at least a majority of the voting capital stock or other equity interests of such disposition is made in accordance with said registration statementHolder; or (iii) If reasonably requested to another Initial Holder. (b) If, in the reasonable judgment of a Holder, a transfer is required to be effected by the Companysuch Holder because of a Regulatory Problem, the Company shall use reasonable efforts to assist such Holder shall have furnished the Company with an opinion in disposing of counselits Warrants and Warrant Stock, reasonably satisfactory subject to the Company, for the Holder to the effect that such disposition will not require registration of any of such Securities under the Act; provided, however, that no such opinion of counsel shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnership) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect of the beneficial interest of such partner or stockholder. Upon receiving such notice and reasonably satisfactory opinion or no action letter, if so requested, the Holder of this Warrant or Shares shall be entitled to transfer such securities in accordance with the terms of its notice; providedthis Agreement and applicable law, further, that if to any prospective purchaser which is a financial institution or other institutional investor approved by the Company (which approval shall not be unreasonably withheld or delayed) of the Warrants or Warrant Stock owned by such transfer is intended to be pursuant to the provisions of Rule 144Holder as such purchaser may reasonably request (provided that, the Company shall not require an opinion be required to make available to such Warrant Agreement ----------------- purchaser any documents or information if doing so would, in the reasonable judgment of counsel or no action letter except in unusual circumstances and that no such opinion of counsel or no action letter shall be required for a distribution to one or more partners of the transferor (in the case of a transferor that is a partnershipCompany, compromise any attorney-client privilege existing with respect thereto) or to a stockholder (in the case of a transferor that is a corporation) in each case in respect direct or indirect competitor of the beneficial interest Company. (c) In the event of such partner or stockholder. In addition, any underwritten public offering of Restricted Securities in which a Holder agrees not which is subject to make any disposition of this Warrant, unless and until the transferee has agreed in writing for the benefit of the Company to be bound by the provisions of this Regulation Y is participating, the Company shall use its reasonable efforts to assist the underwriter in ensuring that any Warrants or Warrant as if Stock issued by the Company and sold by such transferee were the original Holder hereof, provided and to the extent such provisions are then applicablewidely disseminated. (b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend: