Common use of Agreement to Refrain from Resales Clause in Contracts

Agreement to Refrain from Resales. The Stockholder, for itself and its members, further agrees that they shall not encumber, pledge, hypothecate, sell, transfer, assign or otherwise dispose of (except as provided in section 3), or receive and consideration for, any Shares or any interest in any Shares, unless and until prior to any proposed encumbrance, pledge, hypothecation, sale, transfer, assignment or other disposition, either (a) a registration statement on Form S-1 (or any other form appropriate for the purpose or replacing such form) under the Act with respect to the Shares proposed to be transferred or otherwise disposed of shall be then effective or (b) (1) the Stockholder and its members shall have furnished the Company with a detailed statement of the circumstances of the proposed disposition, (2) the Stockholder and its members shall have furnished the Company with an opinion of counsel (obtained at their expense) in form and substance satisfactory to the Company to the effect that such disposition will not require registration of such Shares under the Act or registration or qualification of such Shares under the Law or any other securities law and (3) counsel for the Company shall have concurred in such opinion of counsel.

Agreement to Refrain from Resales. The Stockholder, for itself and its membersEach of the Shareholders, further agrees that they he or she shall not encumber, pledge, hypothecate, sell, transfer, assign or otherwise dispose of (except as provided in section 3Section 2.6), or receive and any consideration for, any Shares or any interest in any Shares, unless and until prior to any proposed encumbrance, pledge, hypothecation, sale, transfer, assignment or other disposition, either (a) a registration statement on Form S-1 SB-2 (or any other form appropriate for the purpose or replacing such form) under the Act with respect to the Shares proposed to be transferred or otherwise disposed of shall be then effective or (b) (1) the Stockholder and its members shall have furnished the Company Buyer with a detailed statement of the circumstances of the proposed disposition, (2) the Stockholder and its members shall have furnished the Company Buyer with an opinion of counsel (obtained at their expense) in form and substance satisfactory to the Company Buyer to the effect that such disposition will not require registration of such Shares under the Act or registration or qualification of such Shares under the Law or any other securities law and (3) counsel for the Company Buyer shall have reasonably concurred in such opinion of counselcounsel in a timely manner.