Common use of Disposition of Warrant or Shares Clause in Contracts

Disposition of Warrant or Shares. Subject to the provisions of this Section 7, this Warrant may be assigned or transferred in whole or in part by the holder hereof. With respect to any proposed offer, sale or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or shares, the holder hereof and each subsequent holder of this Warrant agrees to seek and obtain the written permission of Rackspace prior thereto, describing briefly the manner thereof, together with a written opinion of such holder's counsel, if reasonably requested by Rackspace, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state law then in effect) of this Warrant or such Shares and indicating whether or not under the Act certificates for this Warrant or such Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory opinion, if so requested, Rackspace, as promptly as practicable, shall notify such holder whether or not such holder may sell or otherwise dispose of this Warrant or such Shares, all in accordance with the terms of the notice delivered to Rackspace. Any offer, sale or other disposition of this Warrant (or any Shares acquired pursuant to the exercise of this Warrant) without the prior written consent of Rackspace pursuant to this Section 7(b) shall be null and void and of no effect.

Disposition of Warrant or Shares. Subject to the provisions of this Section 7, this Warrant may be assigned or transferred in whole or in part by the holder hereof. With respect to any proposed offer, sale or other disposition of this Warrant or any Shares shares of Series C Preferred acquired pursuant to the exercise of this Warrant or any shares of Common Stock issued upon conversion of the Series C Preferred, in each case prior to registration of such Warrant or shares, the holder hereof and each subsequent holder of this Warrant agrees to seek and obtain give written notice to the written permission of Rackspace Company prior thereto, describing briefly in sufficient detail the manner thereof, together with a written opinion of such holder's counsel, if reasonably requested by Rackspacethe Company, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state law then in effect) of this Warrant or such Shares shares of Series C Preferred or Common Stock and indicating whether or not under the Act certificates for this Warrant or such Shares shares of Series C Preferred to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such lawlaws. Upon Promptly upon receiving such written notice and reasonably satisfactory opinion, if so requested, Rackspacethe Company, as promptly as practicable, shall notify such holder whether or not that such holder may sell or otherwise dispose of this Warrant or such Sharesshares of Series C Preferred or Common Stock, all in accordance with the terms of the notice delivered to Rackspacethe Company. Any offerNotwithstanding the foregoing, sale at any time that the Common Stock is publicly traded, such Common Stock may, as to such federal laws, be offered, sold or other disposition otherwise disposed of this Warrant (or any Shares acquired pursuant to in accordance with Rule 144 under the exercise of this Warrant) without the prior written consent of Rackspace pursuant to this Section 7(b) shall be null and void and of no effect.Act, provided that the

Disposition of Warrant or Shares. Subject to the provisions of -------------------------------- this Section 77 and until such time as the Company's securities have been registered under the Act, this Warrant and the shares issuable upon exercise of this Warrant may only be assigned or transferred in whole or in part by the holder hereofhereof to any of its affiliated entities. With respect to any proposed offer, sale or other disposition of this Warrant or any Shares shares of Common Stock acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or sharesshares of Common Stock, the holder hereof and each subsequent holder of this Warrant agrees to seek and obtain shall notify the written permission of Rackspace Company prior thereto, describing briefly the manner thereof, together with a written opinion of such holder's counsel, if reasonably requested by Rackspace, thereof to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state law then in effect) of this Warrant or such Shares shares of Common Stock and indicating whether or not under the Act certificates for this Warrant or such Shares shares of Common Stock to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory opinionnotice, if so requested, Rackspacethe Company, as promptly as practicable, shall notify such holder whether or not such holder may sell or otherwise dispose of this Warrant or such Sharesshares of Common Stock, all in accordance with the terms of the notice delivered to Rackspacethe Company. Any offer, sale or other disposition of this Warrant (or any Shares shares of Common Stock acquired pursuant to the exercise of this Warrant) , without the prior written consent of Rackspace the Company pursuant to this Section 7(b) ), shall be null and void and of no effect.