/Docs/G/SeriesSeed-Cooley-CmA/notes/Convertible_Promissory_Note/0.md
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Further Limitations on Disposition
Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until:- There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or
- The Holder shall have notified the {_Company} of the proposed disposition and 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}, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances.
- Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunder.