Common use of Termination of Restrictions Clause in Contracts

Termination of Restrictions. (i) Notwithstanding the foregoing provisions of this Section 3, the restrictions imposed by this Section 3 upon the transferability of this Warrant and the Warrant Shares shall terminate as to any particular Warrant or Warrant Shares when (i) such security shall have been effectively registered under the Securities Act and sold by the holder thereof in accordance with such registration, or (ii) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has been received from counsel for the holder thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the Corporation) or counsel for the Corporation, or (iii) such security shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144"), or (iv) the Corporation is reasonably satisfied that the holder of such security shall, in accordance with the terms of Subsection (k) of Rule 144, be entitled to sell such security pursuant to such Subsection, or (v) a letter or an order shall have been issued to the holder thereof by the staff of the Securities and Exchange Commission or such Commission stating that no enforcement action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

Termination of Restrictions. (ia) Notwithstanding the foregoing provisions of this Section 3Article IV, the restrictions imposed by this Section 3 Article IV upon the transferability of this Warrant and the Warrant Shares Investor Common Stock shall terminate as to any particular Warrant or Warrant Shares share of Investor Common Stock when (i1) such security Investor Common Stock shall have been effectively registered under the Securities Act and sold by the holder Investor thereof in accordance with such registration, or (ii2) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has have been received from counsel for the holder Investor thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the CorporationCompany) or counsel for the CorporationCompany, or (iii3) such security Investor Common Stock shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144"), or (iv4) the Corporation Company is reasonably satisfied that the holder of such security Investor shall, in accordance with the terms of Subsection (k) of Rule 144, be entitled to sell such security Investor Common Stock pursuant to such Subsection, or (v5) a letter or an order shall have been issued to the holder Investor thereof by the staff of the Securities and Exchange Commission or such Commission stating that no enforcement action shall be recommended by such staff or taken by such Commission, as the case may be, if such security Investor Common Stock is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

Termination of Restrictions. (ia) Notwithstanding the foregoing provisions of this Section 3Article 2, the restrictions imposed by this Section 3 Article 2 upon the transferability Transferability of this Warrant and the Warrant Shares Restricted Securities shall terminate as to any particular Warrant or Warrant Shares Restricted Security when (i) such security Restricted Security shall have been effectively registered under the Securities Act and sold by the holder Holder thereof in accordance with such registration, or ; (ii) a written opinion of counsel for the Holder thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the Company) or counsel for the Company to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has been received from counsel for by the holder thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the Corporation) or counsel for the Corporation, or Company; (iii) such security Restricted Security shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144"), or (iv) and the Corporation Company is reasonably satisfied that the holder Holder of such security shallthe Restricted Security, in accordance with the terms of Subsection subsection (k) of Rule 144144 promulgated by the Commission under the Securities Act, shall be entitled to sell such security securities pursuant to such Subsection, subsection; or (viv) a letter or an order shall have been issued to the holder Holder thereof by the staff of the Securities and Exchange Commission or such the Commission in form and substance reasonably satisfactory to the Company, stating that no enforcement action shall be recommended by such staff or taken by such the Commission, as the case may be, if such security Restricted Security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer Transfer are required.

Termination of Restrictions. (ia) Notwithstanding the foregoing provisions of this Section 3Article VII, the restrictions imposed by this Section 3 Article VII upon the transferability of Series A Stock and Common Stock purchased pursuant to this Warrant and Agreement or the Warrant Shares Other Agreements shall terminate as to any particular Warrant share of Series A Stock or Warrant Shares share of Common Stock purchased pursuant to this Agreement or the Other Agreements when (i1) such security Security shall have been effectively registered under the Securities Act and sold by the holder Holder thereof in accordance with such registration, or (ii2) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has have been received from counsel for the holder Holder thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the CorporationCompany) or counsel for the CorporationCompany, or (iii3) such security Security shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144"), or (iv4) the Corporation Company is reasonably satisfied that the holder Holder of such security Security shall, in accordance with the terms of Subsection (k) of Rule 144, be entitled to sell such security Security pursuant to such Subsection, or (v5) a letter or an order shall have been issued to the holder Holder thereof by the staff of the Securities and Exchange Commission or such Commission stating that no enforcement action shall be recommended by such staff or taken by such Commission, as the case may be, if such security Security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

Termination of Restrictions. (ia) Notwithstanding the foregoing provisions of this Section 3Article 5, the restrictions imposed by this Section 3 Article 5 upon the transferability of this Warrant and the Warrant Shares Securities shall terminate as to any particular Warrant or Warrant Shares share of such securities when (i) such security shall have been effectively registered under the Securities Act and sold by the holder Purchaser thereof in accordance with such registration, or (ii) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has been received from counsel for the holder Purchaser thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the CorporationCompany) or counsel for the CorporationCompany, or (iii) such security shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144"), or (iv) the Corporation Company is reasonably satisfied that the holder Purchaser of such security shall, in accordance with the terms of Subsection (k) of Rule 144, be entitled to sell such security pursuant to such Subsection, or (v) a letter or an order shall have been issued to the holder Purchaser thereof by the staff of the Securities and Exchange Commission SEC or such Commission the SEC stating that no enforcement action shall be recommended by such staff or taken by such Commissionthe SEC, as the case may be, if such security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

Termination of Restrictions. (iA) Notwithstanding the foregoing provisions of this Section 3Article VI, the restrictions imposed by this Section 3 Article VI upon the transferability of this Warrant and the Warrant Shares shall terminate as to any particular Warrant or Warrant Shares share when (i1) such security share shall have been effectively registered under the Securities Act and sold by the holder Holder thereof in accordance with such registration, or (ii2) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has been received from counsel for the holder Holder thereof (provided that such counsel, counsel and the form and substance of such opinion, are reasonably satisfactory to the CorporationCompany) or counsel for the CorporationCompany, or (iii3) such security share shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("“Rule 144"”), or (iv4) the Corporation Company is reasonably satisfied that the holder Holder of such security share shall, in accordance with the terms of Subsection (k) of Rule 144, be entitled to sell such security share pursuant to such Subsection, or (v5) a letter or an order shall have been issued to the holder Holder thereof by the staff of the Securities and Exchange Commission or such Commission stating that no enforcement action shall be recommended by such staff or taken by such Commission, as the case may be, if such security share is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

Termination of Restrictions. (ia) Notwithstanding the foregoing provisions of this Section 3Article 13, the restrictions imposed by this Section 3 Article 13 upon the transferability Transferability of this Warrant and the Warrant Shares Restricted Securities shall terminate as to any particular Warrant or Warrant Shares Restricted Security when (i) such security Restricted Security shall have been effectively registered under the Securities Act and sold by the holder Holder thereof in accordance with such registration, or ; (ii) a written opinion of counsel for the Holder thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the Company) or counsel for the Company to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has been received from counsel for by the holder thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the Corporation) or counsel for the Corporation, or Company; (iii) such security Restricted Security shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144"), or (iv) and the Corporation Company is reasonably satisfied that the holder Holder of such security shallthe Restricted Security, in accordance with the terms of Subsection subsection (k) of Rule 144144 promulgated by the Commission under the Securities Act, shall be entitled to sell such security securities pursuant to such Subsection, subsection; or (viv) a letter or an order shall have been issued to the holder Holder thereof by the staff of the Securities and Exchange Commission or such the Commission in form and substance reasonably satisfactory to the Company, stating that no enforcement action shall be recommended by such staff or taken by such the Commission, as the case may be, if such security Restricted Security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer Transfer are required.

Termination of Restrictions. (i) A. Notwithstanding the foregoing provisions of this Section 3foregoing, the restrictions imposed by this Section 3 7.2 upon the transferability of this Warrant and the Warrant Shares shares of Common Stock shall terminate as to any particular Warrant or Warrant Shares when (i1) such security shall shares of Common Stock have been effectively registered under the Securities Act and sold by the holder thereof in accordance with such registration, or (ii2) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has been received from counsel for the holder thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the CorporationUTS) or counsel for UTS, to the Corporationeffect that such restrictions are no longer required or necessary under any federal or state securities law or regulation, or (iii3) such security shall shares of Common Stock have been sold without registration under the Securities Act in compliance with Rule 144 or Rule 144A promulgated by the Securities and Exchange Commission under the Securities Act Act, ("Rule 144"), or (iv4) the Corporation UTS is reasonably satisfied that the holder of such security shallshares of Common Stock, in accordance with the terms of Subsection (k) of Rule 144144 or of Rule 144A promulgated under the Securities Act, shall be entitled to sell such security shares of Common Stock pursuant to such Subsection, or (v5) a letter or an order shall have has been issued to the holder thereof by the staff of the Securities and Exchange Commission or such Commission stating that no enforcement action shall be recommended by such staff or taken by such the Commission, as the case may be, if such security is shares of Common Stock are transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

Termination of Restrictions. (ia) Notwithstanding the foregoing provisions of this Section 3Article 5, the restrictions imposed by this Section 3 Article 5 upon the transferability of this Warrant and the Warrant Shares Securities shall terminate as to any particular Warrant or Warrant Shares share of such securities when (i) such security shall have been effectively registered under the Securities Act and sold by the holder such Purchaser thereof in accordance with such registration, or (ii) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has been received from counsel for the holder such Purchaser thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the CorporationCompany) or counsel for the CorporationCompany, or (iii) such security shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144"), or (iv) the Corporation Company is reasonably satisfied that the holder such Purchaser of such security shall, in accordance with the terms of Subsection (k) of Rule 144, be entitled to sell such security pursuant to such Subsection, or (v) a letter or an order shall have been issued to the holder such Purchaser thereof by the staff of the Securities and Exchange Commission SEC or such Commission the SEC stating that no enforcement action shall be recommended by such staff or taken by such Commissionthe SEC, as the case may be, if such security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

Termination of Restrictions. (ia) Notwithstanding the foregoing provisions of this Section 310, the restrictions imposed by this Section 3 10, upon the transferability of this Warrant Restricted Securities shall not apply and the Warrant Shares shall terminate as to any particular Warrant or Warrant Shares when Restricted Securities if (i1) such security shall have been is effectively registered under the Securities Act and sold by the holder thereof 1995 Recapitalization Agreement Page 13 14 in accordance with such registration, or (ii2) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has have been received from counsel for the holder thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the Corporationwho may be counsel employed by any institutional holder) or counsel for the CorporationCompany, or (iii3) such security shall have been is sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144")) or Rule 144A, or (iv4) the Corporation Company is reasonably satisfied that the holder of such security shall, in accordance with the terms of Subsection (k) of Rule 144, be entitled to sell such security pursuant to such Subsection, or (v5) a letter or an order shall have been issued to the holder thereof by the staff of the Securities and Exchange Commission or such Commission stating that no enforcement action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

Termination of Restrictions. (iA) Notwithstanding the foregoing provisions of this Section 3Article 5, the restrictions imposed by this Section 3 Article 5 upon the transferability of this Warrant and the Warrant Shares Securities shall terminate as to any particular Warrant or Warrant Shares share of such Securities when (i) such security Security shall have been effectively registered under the Securities Act and sold by the holder Purchaser thereof in accordance with such registration, or (ii) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has have been received from counsel for the holder Purchaser thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the CorporationCompany) or counsel for the CorporationCompany, or (iii) such security Security shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144"), or (iv) the Corporation Company is reasonably satisfied that the holder Purchaser of such security Security shall, in accordance with the terms of Subsection (k) of Rule 144, be entitled to sell such security Security pursuant to such Subsection, or (v) a letter or an order shall have been issued to the holder Purchaser thereof by the staff of the Securities and Exchange Commission SEC or such Commission the SEC stating that no enforcement action shall be recommended by such staff or taken by such Commissionthe SEC, as the case may be, if such security Security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

Termination of Restrictions. (ia) Notwithstanding the foregoing provisions of this Section 3Article 8, the restrictions imposed by this Section 3 Article 8 upon the transferability of Series B Stock purchased pursuant to this Warrant and the Warrant Shares Agreement shall terminate as to any particular Warrant or Warrant Shares share of Series B Stock purchased pursuant to this Agreement when (i1) such security share of Series B Stock shall have been converted into Common Stock in accordance with the terms of the Certificate of Designation, (2) such Security shall have been effectively registered under the Securities Act and sold by the holder Holder thereof in accordance with such registration, or (ii3) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has have been received from counsel for the holder Holder thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the CorporationCompany) or counsel for the CorporationCompany, or (iii4) such security Security shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144"), or (iv5) the Corporation Company is reasonably satisfied that the holder Holder of such security Security shall, in accordance with the terms of Subsection subsection (k) of Rule 144, be entitled to sell such security Security pursuant to such Subsection, or (v6) a letter or an order shall have been issued to the holder Holder thereof by the staff of the Securities and Exchange Commission or such Commission stating that no enforcement action shall be recommended by such staff or taken by such Commission, as the case may be, if such security Security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

Termination of Restrictions. (ia) Notwithstanding the foregoing provisions of this Section 3Article 5, the restrictions imposed by this Section 3 Article 5 upon the transferability of this Warrant and the Warrant Shares Securities shall terminate as to any particular Warrant or Warrant Shares share of such securities when (i) such security shall have been effectively registered under the Securities Act and sold by the holder Purchaser thereof in accordance with such registration, or (ii) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has been received from counsel for the holder Purchaser thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the CorporationCompany) or counsel for the CorporationCompany, or (iii) such security shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144"), or (iv) the Corporation Company is reasonably satisfied that the holder Purchaser of such security shall, in accordance with the terms of Subsection (k) of Rule 144, be entitled to sell such security pursuant to such Subsection, or (v) a letter or an order shall have been issued to the holder Purchaser thereof by the staff of the Securities and Exchange Commission SEC or such Commission the SEC stating that no enforcement action shall be recommended by such staff or taken by such Commissionthe SEC, as the case may be, if such security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

Termination of Restrictions. (iA) Notwithstanding the foregoing provisions of this Section 3Article VI, the restrictions imposed by this Section 3 Article VI upon the transferability of this Warrant and the Warrant Shares 2008 Senior Preferred shall terminate as to any particular Warrant or Warrant Shares share of 2008 Senior Preferred when (i1) such security Security shall have been effectively registered under the Securities Act and sold by the holder Holder thereof in accordance with such registration, or (ii2) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has have been received from counsel for the holder Holder thereof (provided that such counsel, counsel and the form and substance of such opinion, are reasonably satisfactory to the CorporationCompany) or counsel for the CorporationCompany, or (iii3) such security Security shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("“Rule 144"”), or (iv4) the Corporation Company is reasonably satisfied that the holder Holder of such security Security shall, in accordance with the terms of Subsection (kb)(1) of Rule 144, be entitled to sell such security Security pursuant to such Subsection, or (v5) a letter or an order shall have been issued to the holder Holder thereof by the staff of the Securities and Exchange Commission or such Commission stating that no enforcement action shall be recommended by such staff or taken by such Commission, as the case may be, if such security Security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

Termination of Restrictions. (ia) Notwithstanding the foregoing provisions of this Section 32, the restrictions imposed by this Section 3 2 upon the transferability of this Warrant and the Warrant Common Shares shall terminate as to any particular Warrant or Warrant Shares Common Share when (i) such security shall have been effectively registered under the Securities Act and sold by the holder thereof in accordance with such registration, or (ii) prior to such transfer a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has shall have been received by the Company from counsel for the holder thereof (provided PROVIDED that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the CorporationCompany) or counsel for the CorporationCompany, or (iii) such security shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144"), or (iv) the Corporation Company is reasonably satisfied that the holder of such security shall, in accordance with the terms of Subsection subsection (k) of Rule 144, be entitled to sell such security pursuant to such Subsectionsubsection, or (v) a letter or an order shall have been issued to the holder thereof or the Company by the staff of the Securities and Exchange Commission or such Commission stating that no enforcement action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

Termination of Restrictions. (ia) Notwithstanding the foregoing provisions of this Section 3, the The restrictions imposed by this Section 3 Agreement upon the transferability of this Warrant and the Warrant Shares shall terminate as to any particular Warrant or Warrant Shares Share when (i) such security shall have been effectively registered under the Securities Act and sold by the holder thereof in accordance with such registration, or (ii) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has have been received from counsel for the holder thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the Corporation) or counsel for the CorporationCompany, or (iii) such security shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144"), or (iv) the Corporation Company is reasonably satisfied that the holder of such security shall, in accordance with the terms of Subsection (k) of Rule 144, be entitled to sell such security pursuant to such Subsection, Subsection or (v) a letter or an order shall have been issued to the holder thereof by the staff of the Securities and Exchange Commission (the "SEC") or such Commission the SEC stating that no enforcement action shall be recommended by such staff or taken by such Commissionthe SEC, as the case may be, if such security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.. (b) Whenever the restrictions imposed by this Section 9.4 shall terminate, as herein above provided, the holder of any particular Share then outstanding as to which such restrictions shall have terminated shall be entitled to receive from the Company without expense to such holder, one or more new certificates for such Member's Shares not bearing the applicable restrictive legends set forth in Section 9.2. 9.5

Termination of Restrictions. (ia) Notwithstanding the foregoing provisions of this Section 3Article 5, the restrictions imposed by this Section 3 Article 5 upon the transferability of this Warrant and the Warrant Shares Securities shall terminate as to any particular Warrant or Warrant Shares share of such Securities when (i) such security Security shall have been effectively registered under the Securities Act and sold by the holder Purchaser thereof in accordance with such registration, or (ii) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has have been received from counsel for the holder Purchaser thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the CorporationCompany) or counsel for the CorporationCompany, or (iii) such security Security shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144"), or (iv) the Corporation Company is reasonably satisfied that the holder Purchaser of such security Security shall, in accordance with the terms of Subsection (k) of Rule 144, be entitled to sell such security Security pursuant to such Subsection, or (v) a letter or an order shall have been issued to the holder Purchaser thereof by the staff of the Securities and Exchange Commission SEC or such Commission the SEC stating that no enforcement action shall be recommended by such staff or taken by such Commissionthe SEC, as the case may be, if such security Security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

Termination of Restrictions. (ia) Notwithstanding the foregoing provisions of this Section 3Article 5, the restrictions imposed by this Section 3 Article 5 upon the transferability of this Warrant the Placement Shares and the Warrant Shares shall terminate as to any particular Warrant or Warrant Shares share of such securities when (i) such security shall have been effectively registered under the Securities Act and sold by the holder Purchaser thereof in accordance with such registration, or (ii) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has been received from counsel for the holder Purchaser thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the CorporationCompany) or counsel for the CorporationCompany, or (iii) such security shall have been sold without registration under the Securities Act in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144"), or (iv) the Corporation Company is reasonably satisfied that the holder Purchaser of such security shall, in accordance with the terms of Subsection (k) of Rule 144, be entitled to sell such security pursuant to such Subsection, or (v) a v)a letter or an order shall have been issued to the holder Purchaser thereof by the staff of the Securities and Exchange Commission SEC or such Commission the SEC stating that no enforcement action shall be recommended by such staff or taken by such Commissionthe SEC, as the case may be, if such security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.