Common use of Further Limitations on Disposition Clause in Contracts

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3, Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unless: (i) There is then in effect a registration statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement; (ii) Investor shall have (a) 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 (b) furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition is pursuant to Rule 144.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, Investor Holder further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unless: equity securities issuable upon exercise of this Warrant unless and until: (ia) There there is then in effect a registration statement under the Securities Act and applicable state securities laws of 1933, as amended (the “Securities Act”) covering such proposed disposition and such disposition is made in accordance with such registration statement; ; or (iib) Investor the Holder shall have (a) 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 (b) if reasonably requested by the Company, the Holder shall have furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares or shares under the Securities Act; or (iii) The disposition is pursuant to Rule 144.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, Investor Lender further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessSecurities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and: (ia) There is then in effect a registration statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;; or (iii) Investor Lender shall have (a) 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 (bii) Lender shall have furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition is pursuant to Rule 144.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, Investor further agrees not to make any disposition of all or any portion of the Note and Shares purchased hereunder unlessunless and until: (ia) There the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3; or (b) there is then in effect a registration statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;; or (iii) Investor shall have (a) 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 (bii) if reasonably requested by the Company, Investor shall have furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition is pursuant to Rule 144.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, such Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessSecurities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, and: (ia) There there is then in effect a registration statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;; or (iib) (i) such Investor shall have (a) 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 (bii) such Investor shall have furnished the Company with evidence including an opinion of counsel, counsel reasonably satisfactory to the Company, Company that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition is pursuant to Rule 144.

Further Limitations on Disposition. Without in any way ------------------------------------- limiting the representations set forth above is this Section 3above, the Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessSecurities unless and until: (ia) There there is then in effect a registration statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;; or (iii) the Investor shall have (a) 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 (bii) if reasonably requested by the Company, the Investor shall have furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition is pursuant to Rule 144.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, the Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessunless and until: (ia) There there is then in effect a registration statement under the 1933 Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;; or (iii) the Investor shall have (a) 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 (bii) the Investor shall have furnished the Company with evidence including at the Investor's expense an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such Shares or shares securities under the 1933 Act; or (iii) The disposition is provided that the Company shall not require an opinion of counsel for routine sales of shares pursuant to Rule 144.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, the Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessSecurities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Investor's Rights Agreement provided and to the extent this Section and such agreement are then applicable, and: (ia) There is then in effect a registration statement Registration Statement under the Securities Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;Registration Statement; or (iib) The Investor shall have (a) notified the Company of the proposed disposition and disposition, and, if reasonably requested by the Company, the Investor shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (b) furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares or shares under the Securities Act; or (iii) The disposition . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations set forth above is this Section 3above, Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessSecurities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 provided and to the extent this Section is applicable, and: (ia) There is then in effect a registration statement Registration Statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;Registration Statement; or (iib) If reasonably requested by the Company, Investor shall have (a) 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 (b) furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144144 except in unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, Investor the Purchaser further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessunless and until: (ia) There is then in effect a registration statement under the Securities Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;; or (iib) Investor The Purchaser shall have (a) notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed dispositiondisposition and, and (b) if reasonably requested by the Company, the Purchaser shall have furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition is pursuant to Rule 144Securities Act or any applicable state securities laws.

Further Limitations on Disposition. Without in any way limiting the ---------------------------------- representations set forth above is this Section 3above, such Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessSecurities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 provided and to the extent this Section 3 is applicable, and: (ia) There is then in effect a registration statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;Registration Statement; or (iib) If reasonably requested by the Company, such Investor shall have (a) 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 (b) furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144144 except in unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, such Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlesssecurities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 4 and: (i) There is then in effect a registration statement Registration Statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;Registration Statement; or (ii) Investor shall have (a) 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 (bii) if requested by the Company, the Investor shall have furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition is pursuant to Rule 144.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, each Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessunless and until: (ia) There is then in effect a registration statement Registration Statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;Registration Statement; or (iii) Such Investor shall have (a) 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 (bii) if requested by the Company, such Investor shall have furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition is , provided that the Company will not require opinions of counsel for transactions made pursuant to Rule 144.144 of such Act; or

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, Investor Holder further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessSecurities unless and until: (iA) There is then in effect a registration statement Registration Statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;Registration Statement; or (iiB) Investor Holder shall have (a) 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 (b) if reasonably requested by the Company, Holder shall have furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares or shares under the Act; orAct or any applicable state securities laws. (iiiC) The disposition is pursuant to Rule 144.Notwithstanding the provisions of paragraphs (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by gift, will or

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3, 3.2.1 Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessor Warrants unless and until: (i) There is then in effect a registration statement under the Securities Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;statement and all applicable state securities laws; or (ii) (A) Investor shall have (a) 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 (bB) Investor shall have furnished the Company with evidence including an opinion of from counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition is pursuant to Rule 144Securities Act and that all requisite action has been or will be, on a timely basis, taken under any applicable state securities laws in connection with such disposition.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations set forth above is this Section 3above, such Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessSecurities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 provided and to the extent this Section is applicable, and: (ia) There is then in effect a registration statement Registration Statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;Registration Statement; or (iib) If reasonably requested by the Company, such Investor shall have (a) 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 (b) furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144144 except in unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the ---------------------------------- representations set forth above is this Section 3above, Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessSecurities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 provided and to the extent this Section is applicable, and: (ia) There is then in effect a registration statement Registration Statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;Registration Statement; or (iib) If reasonably requested by the Company, Investor shall have (a) 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 (b) furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144144 except in unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, the Investor further represents, warrants and agrees that it will not to make any disposition of all or any portion of the Shares purchased hereunder unless: (ia) There is then in effect a registration statement Registration Statement under the Securities Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;Registration Statement; or (iib) The disposition is made pursuant to Rule 144 or similar provisions of federal securities laws as in effect from time to time; or (i) The Investor shall have (a) notified the Company of the proposed disposition disposition; and (ii) if requested by the Company, the Investor shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (b) furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares or shares under the Securities Act; or (iii) The disposition is pursuant to Rule 144.

Further Limitations on Disposition. Without in any way limiting ---------------------------------- the representations set forth above is this Section 3above, the Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessSecurities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 provided and to the extent this Section is applicable, and: (ia) There is then in effect a registration statement Registration Statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;Registration Statement; or (iib) If reasonably requested by the Company, the Investor shall have (a) 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 (b) furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144144 except in unusual circumstances.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, Investor Shareholder further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessCommon Stock unless and until: (ia) There is then in effect a registration statement under the Securities Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;; or (iii) Investor Shareholder shall have (a) notified the Company Ontro of the proposed disposition and shall have furnished the Company Ontro with a detailed statement of the circumstances surrounding the proposed disposition, disposition and (bii) if reasonably requested by Ontro, Shareholder shall have furnished the Company Ontro with evidence including an opinion of counsel, reasonably counsel in a form satisfactory to the CompanyOntro, or its counsel, that such disposition will not require registration of such Shares or shares under the Securities Act; or (iii) The disposition is pursuant to Rule 144.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, each Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unless, and until the transferee has provided in writing for the benefit of Company representations substantially similar to those set forth in this Article III, and: (ia) There is then in effect a registration statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;; or (iii) Such Investor shall have (a) 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 (bii) if reasonably requested by the Company, such Investor shall have furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition is pursuant to Rule 144.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, Investor Lender further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessSecurities unless and until: (ia) There is then in effect a registration statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;; or (iii) Investor Lender shall have (a) notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed dispositiondisposition and the transferee shall have agreed in writing for the benefit of the Company to be bound by this Section 3, and (bii) if reasonably requested by the Company, Lender shall have furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition is pursuant to Rule 144.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, Investor Purchaser further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessCommon Stock unless and until: (ia) There is then in effect a registration statement under the Securities Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;; or (iii) Investor Purchaser shall have (a) notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, disposition and (bii) Purchaser shall have the furnished the Company with evidence including an opinion of counsel, reasonably counsel in a form satisfactory to the CompanyCompany and its counsel in their sole discretion, that such disposition will not require registration of such Shares or shares under the Securities Act; or (iii) The disposition is pursuant to Rule 144.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, such Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessSecurities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3, the Investors’ Rights Agreement and the Voting Agreement, provided and to the extent this Section 3.7 and such agreements are then applicable, and: (ia) There is then in effect a registration statement Registration Statement under the Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;Registration Statement; or (iib) (i) Such Investor shall have (a) 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 (bii) if reasonably requested by the Company, such Investor shall have furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, Company that such disposition will not require registration of such Shares or shares under the Act; or (iii) The disposition is pursuant to Rule 144.

Further Limitations on Disposition. Without in any way limiting the representations set forth above is this Section 3above, Investor Lender further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unlessNote, the Warrant or the shares underlying the Warrant unless and until: (i) 4.7.1 There is then in effect a registration statement under the Securities Act and applicable state securities laws covering such proposed disposition and such disposition is made in accordance with such registration statement;; or (ii) Investor 4.7.2 Lender shall have (a) notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, disposition and (bii) if reasonably requested by the Company, Lender shall have furnished the Company with evidence including an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares or shares under the Securities Act; or (iii) The disposition is pursuant to Rule 144.