Common use of Disposition of Warrant and Exercise Shares Clause in Contracts

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: (i) 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; (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) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and 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 such Warrant or Exercise Shares under the Act or any applicable state securities laws. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act of 1933, as amended, except in unusual circumstances.

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and untiluntil one of the following occurs: (i) The Company shall have received a letter secured by the Holder from the Securities and Exchange Commission SEC stating that no action will be recommended to the Commission with respect to the proposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition the Exercise Shares and such disposition is made in accordance with said registration statement; or (iii) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and 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 such Warrant or Exercise Shares under the Securities Act or any applicable state securities laws. The ; provided, that so long as the Holder provides the Company agrees that it will not require an opinion of counsel with a representation letter in customary form with respect to transactions under such Rule 144 disposition, no opinion shall be required for any disposition made or to be made in accordance with the provisions of the Securities Act of 1933, as amended, except in unusual circumstancesRule 144.

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and untiluntil one of the following occurs: (i) The Company shall have received a letter secured by the Holder from the Securities and Exchange Commission SEC stating that no action will be recommended to the Commission with respect to the proposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition Warrant or Exercise Shares and such disposition is made in accordance with said registration statement; or (iii) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and 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 such Warrant or Exercise Shares under the Securities Act or any applicable state securities laws. The ; provided, that so long as the Holder provides the Company agrees that it will not require an opinion of counsel with a representation letter in customary form with respect to transactions under such Rule 144 disposition, no opinion shall be required for any disposition made or to be made in accordance with the provisions of the Securities Act of 1933, as amended, except in unusual circumstancesRule 144.

Disposition of Warrant and Exercise Shares. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and untiluntil one of the following occurs: (i) The Company shall have received a letter secured by the Holder from the Securities and Exchange Commission SEC stating that no action will be recommended to the Commission SEC with respect to the proposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition the Exercise Shares and such disposition is made in accordance with said registration statement; or (iii) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and 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 such Warrant or Exercise Shares under the Securities Act or any applicable state securities laws. The ; provided, that so long as the Holder provides the Company agrees that it will not require an opinion of counsel with a representation letter in customary form with respect to transactions under a Rule 144 disposition, no opinion shall be required for any disposition made or to be made in accordance with the provisions of the Securities Act of 1933, as amended, except in unusual circumstancesRule 144.

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: (i) 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; (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) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and 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 such Warrant or Exercise Shares under the Act or any applicable state securities laws. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act of 1933, as amendedAct, except in unusual circumstances.

Disposition of Warrant and Exercise Shares. (ai) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: (i) A. The Company shall have received a letter secured by the Holder from the Securities and Exchange Commission SEC stating that no action will be recommended to the Commission SEC with respect to the proposed disposition; (ii) B. There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) C. The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with shall receive an opinion of counsel, reasonably satisfactory counsel to the Company, for the Holder Company to the effect that such disposition will not require registration of such Warrant or Exercise Shares under the Securities Act or any applicable state securities laws. . (ii) The Company Holder understands and agrees that it all certificates evidencing the Exercise Shares to be issued to the Holder will not require an opinion of counsel with respect to transactions under Rule 144 of bear a legend in substantially the Securities Act of 1933, as amended, except in unusual circumstances.following form:

Disposition of Warrant and Exercise Shares. (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and untiluntil one of the following occurs: (i) The Company shall have received a letter secured by the Holder from the Securities and Exchange Commission SEC stating that no action will be recommended to the Commission SEC with respect to the proposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition the Exercise Shares and such disposition is made in accordance with said registration statement; or (iii) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and 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 such Warrant or Exercise Shares under the Securities Act or any applicable state securities laws. The ; provided, that so long as the Holder provides the Company agrees that it will not require an opinion of counsel with a representation letter in customary form with respect to transactions under a Rule 144 disposition, no opinion shall be required for any disposition made or to be made in accordance with the provisions of the Securities Act of 1933, as amended, except in unusual circumstancesRule 144.