Legends. Certificates, including, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).
Appears in 6 contracts
Sources: Securities Purchase Agreement (Biofrontera Inc.), Securities Purchase Agreement (Biofrontera Inc.), Securities Purchase Agreement (SAB Biotherapeutics, Inc.)
Legends. CertificatesThe Buyer understands that until such time as the Note, includingCommitment Shares and/or Conversion Shares have been registered under the 1933 Act or may be sold pursuant to Rule 144, if applicableRule 144A under the 1933 Act, book entry statements with Regulation S, or other applicable exemption without any restriction as to the Transfer Agentnumber of securities as of a particular date that can then be immediately sold, evidencing the Securities shall may bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cSecurities): “NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO (WHICH COUNSEL SHALL BE SELECTED BY THE COMPANY AND ITS TRANSFER AGENT HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” The legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(m) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company acknowledges shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Buyer agrees that to sell all Securities, including those represented by a Purchaser may certificate(s) from time to time pledgewhich the legend has been removed, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loanapplicable prospectus delivery requirements, if any. Such a pledge would not be subject to approval or consent of In the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges event that the Company shall does not be responsible for any pledges relating to, or accept the grant opinion of any security interest in, any of counsel provided by the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At Buyer with respect to the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party transfer of Securities may reasonably request in connection with a pledge or transfer of the Securitiespursuant to an exemption from registration, including the preparation and filing of any required prospectus supplement under such as Rule 424(b)(3) of the Securities Act 144, Rule 144A, Regulation S, or other applicable provision exemption at the Deadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)Note.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Code Green Apparel Corp), Securities Purchase Agreement (Code Green Apparel Corp), Securities Purchase Agreement (Code Green Apparel Corp)
Legends. CertificatesThe Purchaser understands that the Securities have been issued (or will be issued in the case of the Conversion Shares) pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, includingand except as set forth below, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): “NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. .” The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledgethe holder of any Security upon which it is stamped, and/or grant a security interest inif, some or all of the legended Securities in connection with unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a bona fide margin agreement particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel at the Company’s expense, in the form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be reasonably accepted by the Company so that the sale or transfer is effected. The Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgeeapplicable prospectus delivery requirements, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)if any.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Vet Online Supply Inc), Securities Purchase Agreement (Carolco Pictures, Inc.), Securities Purchase Agreement (Realbiz Media Group, Inc)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Preferred Shares and the Warrants, includinguntil such time as the resale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act, if applicablethe stock certificates representing the Conversion Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE][EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The At any time after the Execution Date, the legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with upon which it is stamped or, if available, issue to such holder by electronic delivery at the applicable securities lawsbalance account at The Depository Trust Company (“DTC”), pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of if (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent sale, assignment or other transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of (other than pursuant to Rule 144), such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in a generally acceptable form, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) the Securities Act can be sold, assigned or transferred pursuant to appropriately amend Rule 144 or Rule 144A without the list need to comply with public information requirements or volume limitations. The Company shall be responsible for the fees of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees thatits transfer agent, except as otherwise provided in Section 4.1(c)legal counsel (including, without limitation, with respect to any Securities subject legal opinion upon any sale pursuant to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(bRule 144) and be subject to the restrictions on transfer set forth in Section 4.1(a)all DTC fees associated with such issuance.
Appears in 6 contracts
Sources: Securities Purchase Agreement (GridIron BioNutrients, Inc.), Securities Purchase Agreement (Recruiter.com Group, Inc.), Securities Purchase Agreement (Recruiter.com Group, Inc.)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Notes and Warrants, includingand any certificates representing the Conversion Shares and Warrant Shares, if applicableexcept as set forth below, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates or other instruments): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES [MAY BE CONVERTIBLE][ARE EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY AND ITS TRANSFER AGENT COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate or other instrument without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in form and substance reasonably acceptable to the Company, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) the Securities Act can be sold, assigned or transferred pursuant to appropriately amend Rule 144 or Rule 144A. The Company shall be responsible for the list fees of Selling Stockholders thereunder. Each Purchaser acknowledges its transfer agent and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)all DTC fees associated with such issuance.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Ener-Core, Inc.), Securities Purchase Agreement (Ener-Core, Inc.), Securities Purchase Agreement (Ener-Core, Inc.)
Legends. CertificatesThe certificate representing the Commitment Shares and the certificate representing the Fees Shares, includingexcept as set forth below, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall each bear any legend as required by the “blue sky” laws of any state and a restrictive legend (“Legend”) in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificate): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges Notwithstanding the foregoing and agrees that a Purchaser may from time for the avoidance of doubt, all Shares to time pledge, and/or grant a security interest in, some or all be issued in respect of any Put Notice delivered to the legended Securities in connection with applicable securities laws, Investor pursuant to a bona fide margin agreement this Agreement shall be issued to the Investor in compliance accordance with a bona fide margin loan. Such a pledge would not Section 2.3 by crediting the Investor’s or its designees’ account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, and all such Shares shall be subject to approval freely tradable and transferable and without any restrictive legends or consent of the Company restrictions on resale (and no legal opinion of legal counsel to the pledgee, secured party or pledgor stop-transfer order shall be required in connection with the pledgeplaced against transfer thereof), but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that and the Company shall not be responsible for take any pledges relating to, action or the grant of give instructions to any security interest in, any transfer agent of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)otherwise.
Appears in 5 contracts
Sources: Investment Agreement (Blue Sphere Corp.), Investment Agreement (Blue Sphere Corp.), Investment Agreement (Forex International Trading Corp.)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Common Shares and the Warrants and, includinguntil such time as the resale of the Common Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, if applicablethe stock certificates representing the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL FORM REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY AND ITS TRANSFER AGENT COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with applicable Securities, if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any a law firm reasonably acceptable to the Company, in form, scope and substance reasonably acceptable to the Company, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) such holder provides the Company with reasonable assurance that the Securities Act can be sold, assigned or transferred pursuant to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge Rule 144 or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).Rule 144A.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Electro Optical Sciences Inc /Ny), Securities Purchase Agreement (Electro Optical Sciences Inc /Ny), Securities Purchase Agreement (Electro Optical Sciences Inc /Ny)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Notes and the Warrants and, includinguntil such time as the resale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, if applicablethe stock certificates representing the Conversion Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “"blue sky” " laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company ("DTC"), if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in a generally acceptable form, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) the Securities Act can be sold, assigned or transferred pursuant to appropriately amend Rule 144 or Rule 144A. The Company shall be responsible for the list fees of Selling Stockholders thereunder. Each Purchaser acknowledges its transfer agent and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)all DTC fees associated with such issuance.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Net Element, Inc.), Securities Purchase Agreement (Net Element, Inc.), Securities Purchase Agreement (Net Element, Inc.)
Legends. Certificates, including, if applicable, book entry statements with the Transfer Agent, Certificates evidencing the Securities Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and, with respect to Shares held in book-entry form, the Transfer Agent will record such a legend on the share register), until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF ) or applicable law: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER AGENT. UNTIL THE SECURITIES ACT. NOTWITHSTANDING THIRD ANNIVERSARY OF THE FOREGOINGISSUANCE OF THE SHARES REPRESENTED BY THIS CERTIFICATE, THE SECURITIES HOLDER OF THIS CERTIFICATE MUST COMPLY WITH THE NOTICE REQUIREMENT SET FORTH IN THAT CERTAIN STOCK PURCHASE AGREEMENT DATED JULY 28, 2017 (THE “STOCK PURCHASE AGREEMENT”), COPIES OF WHICH MAY BE PLEDGED OBTAINED UPON REQUEST FROM THE COMPANY OR ANY SUCCESSOR THERETO, PRIOR TO ANY PURCHASE OR SALE OF SHARES. UNTIL THE THIRD ANNIVERSARY OF THE ISSUANCE OF THE SHARES REPRESENTED BY THIS CERTIFICATE, PRIOR TO ANY TRANSFER OF THESE SHARES, THE PROPOSED TRANSFEREE MUST EXECUTE AND DELIVER TO THE COMPANY’S TRANSFER AGENT A PURCHASER REPRESENTATION LETTER IN CONNECTION ACCORDANCE WITH THE STOCK PURCHASE AGREEMENT, A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)SECRETARY OF THE COMPANY AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.
Appears in 4 contracts
Sources: Stock Purchase Agreement (CoastalSouth Bancshares, Inc.), Stock Purchase Agreement (CoastalSouth Bancshares, Inc.), Stock Purchase Agreement (CoastalSouth Bancshares, Inc.)
Legends. CertificatesThe Subscriber understands that the certificates representing the Securities, including, if applicable, book entry statements with the Transfer Agent, evidencing until such time as they have been registered under the Securities Act, shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(ccertificates or other instruments): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR APPLICABLE ANY U.S. STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES , AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) SOLD IN THE ABSENCE OF UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AAS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACTLAWS. NOTWITHSTANDING THE FOREGOINGIN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE PLEDGED CONDUCTED UNLESS IN CONNECTION ACCORDANCE WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES▇▇▇▇ ▇▇▇. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with applicable securities lawsupon which it is stamped, if (a) such Securities are being sold pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject registration statement under the Securities Act, or (b) such holder delivers to approval or consent of the Company and no legal an opinion of legal counsel counsel, in a reasonably acceptable form, to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with Company that a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any disposition of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver is being made pursuant to an exemption from such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)registration.
Appears in 4 contracts
Sources: Securities Offering Agreement (Malibu Minerals Inc.), Securities Offering Agreement (Index Oil & Gas Inc.), Securities Offering Agreement (Malibu Minerals Inc.)
Legends. CertificatesThe Buyer agrees to the imprinting, including, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend so long as its required by the “blue sky” laws this Section 2(f), of any state and a restrictive legend on the Securities in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR : THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE REPRESENTED BY THIS CERTIFICATE [AND THOSE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES [AND THE THOSE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROMOF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH OR APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR Certificates evidencing the Conversion Shares shall not contain any legend (IIincluding the legend set forth above), (i) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOINGwhile a registration statement covering the resale of such security is effective under the Securities Act, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all (ii) following any sale of the legended Securities in connection with applicable securities laws, such Conversion Shares pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgeeRule 144, secured party or pledgor shall be required in connection with the pledge, but (iii) if such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible Conversion Shares are eligible for any pledges relating tosale under Rule 144, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver (iv) if such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any legend is not required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act or other applicable provision (including judicial interpretations and pronouncements issued by the staff of the SEC). The Buyer agrees that the removal of restrictive legend from certificates representing Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b3(f) is predicated upon the Company’s reliance that the Buyer will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be subject to sold in compliance with the restrictions on transfer plan of distribution set forth in Section 4.1(a)therein.
Appears in 4 contracts
Sources: Securities Purchase Agreement (ReTo Eco-Solutions, Inc.), Securities Purchase Agreement (ReTo Eco-Solutions, Inc.), Securities Purchase Agreement (China Xiangtai Food Co., Ltd.)
Legends. CertificatesThe Buyer understands that the certificates or other ------- instruments representing the Preferred Shares and the Warrants and, includinguntil such time as the Conversion Shares, if applicablethe Dividend Shares and the Warrant Shares (collectively, book entry statements with the Transfer Agent"Registrable Securities") have been sold pursuant to a registration under the 1933 Act as contemplated by the Registration Rights Agreement, evidencing the stock certificates representing the Registrable Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop- transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROMOF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A TRANSACTION FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH OR APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOINGANY SUCH OFFER, THE SALE, ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH APPLICABLE STATE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIESLAWS. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Preferred Shares or Warrants or any Registrable Securities in connection with applicable upon which it is stamped, if, unless otherwise required by state securities laws, (a) the Registrable Securities are sold pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval sale that is registered under the 1933 Act, or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (b) in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of sale transaction, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any such subsequent transfer or foreclosure. Each Purchaser acknowledges counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that the Company shall not be responsible for any pledges relating toa public sale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the SecuritiesPreferred Shares, including the preparation and filing of Warrants or such Registrable Securities may be made without registration under the 1933 Act, or (c) such holder provides the Company with reasonable assurances that the Preferred Shares, the Warrants or such Registrable Securities can be sold pursuant to Rule 144 under the 1933 Act (or a successor rule thereto) without any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except restriction as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)number of securities acquired as of a particular date that can then be immediately sold.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Syquest Technology Inc), Securities Purchase Agreement (Syquest Technology Inc), Securities Purchase Agreement (Syquest Technology Inc)
Legends. Certificates, including, if applicable, book entry statements with the Transfer Agent, Subscriber understands and acknowledges that each certificate evidencing the Securities Shares shall bear any a legend substantially as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR follows: THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. 1933 NOR PURSUANT TO THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE “BLUE SKY” LAWS OF THESE ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, PLEDGED, HYPOTHECATED, OR ASSIGNED OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO (Ii) IN THE ABSENCE OF (A) AN EFFECTIVE A REGISTRATION STATEMENT FOR THE WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OR SUCH ACT, (Bii) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES SUCH ACT, OR (iii) ANY OTHER VALID EXEMPTION FROM REGISTRATION UNDER SUCH ACT. NOTWITHSTANDING THE FOREGOINGThe Subscriber understands and acknowledges that each certificate evidencing the Shares shall also bear legends substantially as follows: Article Fifth of the Certificate of Incorporation of the Corporation (“Article Fifth”) restricts the direct or indirect sale, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIEStransfer, disposition, purchase or acquisition (“Transfer”) of shares of common stock of the Corporation (“Stock”), and requires the Transfer of Stock, under certain circumstances. The Company acknowledges In general, Article Fifth prohibits any Transfer of Stock on or prior to January 1, 2022 or such earlier date or later date as may be determined by the board of directors of the Corporation (the “Board of Directors”) without prior approval of the Board of Directors by or to any holder (a) who beneficially owns directly or through attribution 5% or more of the Stock (as determined under Section 382 of the Internal Revenue Code of 1986 and agrees that a Purchaser may the applicable Treasury Regulations thereunder, each as amended from time to time pledge(collectively, and/or grant a security interest in“Section 382”) with certain modifications), some or all (b) who, upon such Transfer of Stock, would beneficially own directly or through attribution 5% or more of the legended Securities Stock (as determined under Section 382, with certain modifications). If any person or entity attempts to Transfer Stock in connection violation of Article Fifth, such purported Transfer shall be null and void and the purported acquiror shall have no rights with applicable securities lawsrespect thereto. Among other things, pursuant Article Fifth permits the Corporation to a bona fide margin agreement require sale of any Stock Transferred in compliance with a bona fide margin loan. Such a pledge would violation of Article Fifth, and the purported acquiror shall not be subject entitled to approval or consent receive any proceeds of such sale in excess of the Company amount paid by such purported acquiror for such Stock and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required to return any dividends or distributions on such Stock. In addition, certain holders of Stock will be required to Transfer Stock as a result of certain transfers of interests in connection with entities that own Stock and the pledge, but proceeds of such legal opinion sale to be received by the holder shall be required in connection with limited to the fair market value of such Stock at the time of the transfer of such interests. Under Article Fifth, the Corporation may require as a subsequent transfer or foreclosure following default condition to the registration of the Transfer of any Stock that the proposed transferee furnish to the Corporation information regarding the ownership of Stock by the Purchaser proposed transferee as well as the ownership of Stock by any persons or entities controlling, controlled by or under common control with such proposed transferee. Under certain circumstances, Article Fifth authorizes the Board of Directors to extend or accelerate the expiration date of the pledgeArticle Fifth transfer restrictions and to modify certain provisions of Article Fifth. No notice shall be required The foregoing is a summary description only of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any certain of the Securities or provisions of Article Fifth, to which reference is made for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party complete description of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth the Transfer of Stock and the provisions requiring the Transfer of Stock and the consequences of the violation thereof. The Corporation will furnish a copy of Article Fifth to the holder of record of this certificate without charge upon written request to the Corporation at its principal place of business. By acceptance of this certificate, the holder hereof and any beneficial owner of the shares represented hereby shall be bound in Section 4.1(a)all respects by such Article Fifth, as modified from time to time by the Board of Directors or the stockholders of the Corporation. THE CORPORATION WILL FURNISH WITHOUT CHARGE, TO EACH STOCKHOLDER WHO SO REQUESTS, A COPY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE.
Appears in 4 contracts
Sources: Subscription Agreement (Lyris, Inc.), Subscription Agreement (Lyris, Inc.), Subscription Agreement (Lyris, Inc.)
Legends. CertificatesThe Buyer agrees to the imprinting, including, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend so long as its required by the “blue sky” laws this Section 2(f), of any state and a restrictive legend on the Securities in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR : THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE REPRESENTED BY THIS CERTIFICATE [AND THOSE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES [AND THE THOSE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROMOF 1933, AS AMENDED, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS LAWS, OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. Certificates evidencing the Conversion Shares shall not contain any legend (IIincluding the legend set forth above), (i) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOINGwhile a registration statement covering the resale of such security is effective under the Securities Act, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all (ii) following any sale of the legended Securities in connection with applicable securities laws, such Conversion Shares pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgeeRule 144, secured party or pledgor shall be required in connection with the pledge, but (iii) if such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible Conversion Shares are eligible for any pledges relating tosale under Rule 144, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver (iv) if such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any legend is not required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act or other applicable provision (including judicial interpretations and pronouncements issued by the staff of the SEC). The Buyer agrees that the removal of restrictive legend from certificates representing Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b3(f) is predicated upon the Company’s reliance that the buyer will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be subject to sold in compliance with the restrictions on transfer plan of distribution set forth in Section 4.1(a)therein.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Cantabio Pharmaceuticals Inc.), Securities Purchase Agreement (Cantabio Pharmaceuticals Inc.), Securities Purchase Agreement (Cantabio Pharmaceuticals Inc.)
Legends. CertificatesThe certificate(s) representing the Commitment Shares issued prior to the Effective Date, includingexcept as set forth below, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificate(s)): NEITHER THESE SECURITIES NOR THE OFFER AND SALE OF THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges Notwithstanding the foregoing and agrees that a Purchaser may from time for the avoidance of doubt, all Shares to time pledge, and/or grant a security interest in, some or all be issued in respect of any Draw Down Notice delivered to the legended Securities in connection with applicable securities laws, Investor pursuant to a bona fide margin agreement this Agreement shall be issued to the Investor in compliance accordance with a bona fide margin loan. Such a pledge would not Section 3.5 by crediting the Investor’s or its designees’ account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, and all such Shares shall be subject to approval or consent of the Company freely tradable and transferable and without restriction on resale (and no legal opinion of legal counsel to the pledgee, secured party or pledgor stop-transfer order shall be required in connection with the pledgeplaced against transfer thereof), but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that and the Company shall not be responsible for take any pledges relating to, action or the grant of give instructions to any security interest in, any transfer agent of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)otherwise.
Appears in 4 contracts
Sources: Common Stock Purchase Agreement (Terra Tech Corp.), Common Stock Purchase Agreement (Santo Mining Corp.), Common Stock Purchase Agreement (Terra Tech Corp.)
Legends. Certificates, including, if applicable, book entry statements with The certificates representing the Transfer Agent, evidencing shares acquired on the Securities shall exercise of the Warrants will bear any legend as required by the “blue sky” laws of any state and a restrictive U.S. legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER : “THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR APPLICABLE ANY U.S. STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES , AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) SOLD IN THE ABSENCE OF UNITED STATES (AAS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACTLAWS. NOTWITHSTANDING THE FOREGOINGIN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE PLEDGED CONDUCTED UNLESS IN CONNECTION ACCORDANCE WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED THE 1933 ACT. “UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES. 1933 ACT.” and a Canadian legend in substantially the following form: The Company acknowledges undersigned Subscriber hereby represents, warrants and agrees that a Purchaser may from time certifies to time pledgeArgentex Mining Corporation, and/or grant a security interest in, some or all as an integral part of the legended Securities Subscription Agreement to which this Questionnaire is attached, that he, she or it is and at Closing will be, correctly and in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default all respects described by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer category or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend categories set forth in this Section 4.1(b) and be subject directly next to which the restrictions on transfer set forth in Section 4.1(a)Subscriber has marked below.
Appears in 4 contracts
Sources: Private Placement Subscription Agreement (Argentex Mining Corp), Private Placement Subscription Agreement (Argentex Mining Corp), Private Placement Subscription Agreement (Argentex Mining Corp)
Legends. Certificates, including, if applicable, book entry statements with Investor acknowledges that the Transfer Agent, certificates evidencing the Securities Shares shall bear any the following or substantially similar legend and such other legends as may be required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR or other applicable securities laws: "THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR APPLICABLE STATE THE SECURITIES LAWSACT OF ANY STATE. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED FOR VALUE, PLEDGED, HYPOTHECATED OR ASSIGNED (I) OTHERWISE ENCUMBERED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR OF THEM UNDER THE SECURITIES UNDER ACT AND/OR THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OF ANY STATE OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS ABSENCE OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY AND ITS TRANSFER AGENT CGPI THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS." "Until the Separation Time (IIas defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Protection Rights Agreement, dated as of September 15, 1997 (as such may be amended from time to time, the "Rights Agreement"), between CollaGenex Pharmaceuticals, Inc. (the "Company") UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACTand American Stock Transfer & Trust Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. NOTWITHSTANDING THE FOREGOINGUnder certain circumstances, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIESas set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock or other securities or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company acknowledges and agrees that will mail or arrange for the mailing of a Purchaser may from time to time pledge, and/or grant a security interest in, some or all copy of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel Rights Agreement to the pledgee, secured party or pledgor shall be required in connection with holder of this certificate without charge after the pledge, but such legal opinion shall be required in connection with receipt of a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably written request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)therefor."
Appears in 4 contracts
Sources: Stock Purchase Agreement (Collagenex Pharmaceuticals Inc), Stock Purchase Agreement (Atrix Laboratories Inc), Stock Purchase Agreement (Atrix Laboratories Inc)
Legends. Certificates, including, if applicable, book entry statements with (a) The Trust agrees that all certificates or other instruments representing the Transfer Agent, evidencing the Securities shall Series C Preferred Stock will bear any a legend as required by the “blue sky” laws of any state and a restrictive legend in substantially to the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR effect: “THIS SECURITY AND THE SECURITIES SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY OR THE SECURITIES AND THE SECURITIES SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR EXERCISE OF THESE SECURITIES PARTICIPATION HEREIN OR THEREIN MAY NOT BE OFFERED FOR SALEREOFFERED, SOLD, TRANSFERRED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR ASSIGNED (I) OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.”
(Ab) AN EFFECTIVE REGISTRATION STATEMENT FOR In addition, the Trust agrees that all certificates or other instruments representing the Underlying Shares will bear a legend substantially to the following effect: “THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR (B) AN AVAILABLE EXEMPTION ANY STATE SECURITIES LAWS. NEITHER SUCH SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR REGISTRATION.”
(IIc) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees In the event that a Purchaser may from time to time pledge, and/or grant a security interest in, some any Series C Preferred Stock or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement Underlying Shares (i) become registered under Rule 424(b)(3) of the Securities Act or (ii) are eligible, in the opinion of counsel to the holder of Series C Preferred Stock reasonably satisfactory to the Company, to be transferred without restriction or any limitation in accordance with Rule 144, the Company shall issue new certificates or other instruments representing such Series C Preferred Stock or Underlying Shares, which shall not contain the applicable provision legends in Sections 5.2(a) and (b) above; provided that the holder of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees thatSeries C Preferred Stock or Underlying Shares, except as otherwise provided in Section 4.1(c)applicable, any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject surrenders to the restrictions on transfer set forth in Section 4.1(a)Company the previously issued certificates or other instruments.
Appears in 4 contracts
Sources: Series C Preferred Stock Purchase Agreement, Series C Perpetual, Convertible, Participating Preferred Stock Purchase Agreement, Series C Perpetual, Convertible, Participating Preferred Stock Purchase Agreement (American International Group Inc)
Legends. CertificatesSeller understands that the DSS Shares, including, if applicable, book entry statements with the Transfer Agent, evidencing until such time as they may have been registered under the Securities shall Act, or may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold or other restrictions, the DSS Shares, and any securities into which the DSS Shares may be converted or for which they may be exchanged, will bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed with DSS’s transfer agent against transfer of the certificates for such time as they are not required under Section 4.1(csecurities): NEITHER THESE SECURITIES NOR “THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE REPRESENTED BY THIS CERTIFICATE[, AND THE SECURITIES INTO WHICH THEY ARE CONVERTIBLE,] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE ANY STATE OR FOREIGN SECURITIES LAWS. THE , AND NEITHER SUCH SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT (I1) IN THE ABSENCE OF (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B2) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOINGCOMPANY, THE THAT SUCH SECURITIES MAY BE PLEDGED OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The Company acknowledges legend set forth above shall be removed and agrees that DSS shall issue a Purchaser certificate without such legend to the holder of any DSS Shares upon which it is stamped, if, unless otherwise required by applicable state securities Laws, (a) the DSS Shares are registered for sale under an effective registration statement filed under the Securities Act or otherwise may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a bona fide margin agreement particular date that can then be immediately sold or other restrictions, or (b) such holder provides DSS with an opinion of counsel as provided above. Seller agrees to sell all DSS Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. If Seller effects a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgeesale, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided DSS Shares in accordance with Section 4.1(c3.29(f), any Securities subject DSS shall permit the transfer and shall promptly instruct its transfer agent to a pledge issue one or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject more certificates or credit shares to the restrictions on applicable balance accounts at DTC in such name and in such denominations as specified by Seller to effect such sale, transfer set forth in Section 4.1(a)or assignment.
Appears in 4 contracts
Sources: Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Document Security Systems Inc)
Legends. CertificatesThe Buyer agrees to the imprinting, including, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend so long as its required by the “blue sky” laws this Section 2(f), of any state and a restrictive legend on the Securities in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR : THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE REPRESENTED BY THIS CERTIFICATE [AND THOSE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES [AND THE THOSE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROMOF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL DELIVERED TO THE COMPANY, IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH OR APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR Certificates evidencing the Conversion Shares shall not contain any legend (IIincluding the legend set forth above), (i) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOINGwhile a registration statement covering the resale of such security is effective under the Securities Act, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all (ii) following any sale of the legended Securities in connection with applicable securities laws, such Conversion Shares pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgeeRule 144, secured party or pledgor shall be required in connection with the pledge, but (iii) if such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible Conversion Shares are eligible for any pledges relating tosale under Rule 144, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver (iv) if such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any legend is not required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act or other applicable provision (including judicial interpretations and pronouncements issued by the staff of the SEC). The Buyer agrees that the removal of restrictive legend from certificates representing Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b3(f) is predicated upon the Company’s reliance that the Buyer will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be subject to sold in compliance with the restrictions on transfer plan of distribution set forth in Section 4.1(a)therein.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Dragon Victory International LTD), Securities Purchase Agreement (Dragon Victory International LTD), Securities Purchase Agreement (Medalist Diversified REIT, Inc.)
Legends. Certificates(a) In addition to any other legend that may be required, including, if applicable, book entry statements with the Transfer Agent, evidencing the each certificate for Company Securities issued to any Shareholder shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR : THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED OR ASSIGNED (I) IN THE ABSENCE OF (A) HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES SUCH ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TOCOVERING SUCH SECURITIES, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SALE IS MADE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS RULE 144 OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL RULE 701 UNDER THE ACT, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY CORPORATION, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. NOTWITHSTANDING THE FOREGOINGSHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND REPURCHASE RIGHTS IN FAVOR OF THE CORPORATION OR ITS ASSIGNEE SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The PRINCIPAL OFFICE OF THIS CORPORATION.
(b) If any Company acknowledges and agrees that a Purchaser may from time Securities shall cease to time pledge, and/or grant a security interest in, some be Registrable Securities under clause (i) or all clause (ii) of the legended definition thereof, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Company Securities in connection with applicable securities laws, pursuant without the first sentence of the legend required by Section 3.02(a) endorsed thereon. If any Company Securities cease to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company any and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend all restrictions on Transfer set forth in this Agreement and the Restricted Stock Agreements, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Company Securities without the second sentence of the legend required by Section 4.1(b3.02(a) and be subject to the restrictions on transfer set forth in Section 4.1(a)endorsed thereon.
Appears in 3 contracts
Sources: Shareholders Agreement, Shareholders Agreement (DT Credit Company, LLC), Shareholder Agreement (DT Credit Company, LLC)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Debentures and the Warrants and, includinguntil removed in accordance with Section 3(l) of the Registration Rights Agreement, if applicablethe stock certificates representing the Conversion Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “"blue sky” " laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE][EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection upon which it is stamped, if (i) such Securities are registered for resale under the 1933 Act, and the Buyer has complied with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent Section 3(l) of the Company and no legal opinion of legal counsel to the pledgeeRegistration Rights Agreement, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in a generally acceptable form, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the 1933 Act, or (iii) such Securities Act are sold, assigned or other applicable provision of transferred pursuant to Rule 144, or such holder provides the Company with reasonable assurance that the Securities Act can be sold, assigned or transferred pursuant to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(aRule 144(k).
Appears in 3 contracts
Sources: Securities Purchase Agreement (Maverick Oil & Gas, Inc.), Securities Purchase Agreement (Maverick Oil & Gas, Inc.), Securities Purchase Agreement (Maverick Oil & Gas, Inc.)
Legends. CertificatesThe Investor understands that the certificates or other instruments representing the Notes and the Conversion Shares shall, includingexcept as set forth below, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(csecurities): NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 1933 ACT”), OR APPLICABLE STATE UNDER THE SECURITIES LAWSLAWS OF ANY OTHER JURISDICTION. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ASSIGNED: (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT AND OTHER APPLICABLE SECURITIES ACT LAWS, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT SUBJECT TO, REQUIRED UNDER THE REGISTRATION REQUIREMENTS OF THE SECURITIES 1933 ACT AND IN ACCORDANCE WITH ANY OTHER APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT LAWS; OR (II) UNLESS THE SECURITIES HAVE BEEN SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES 1933 ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE 1933 ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor legend set forth above shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that removed and the Company shall not be responsible for any pledges relating toissue a certificate without such legend to the Investor or its successor or assignee upon which it is stamped or issued to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if (i) such Notes or Conversion Shares are resold pursuant to an effective resale registration statement under the grant of any security interest in1933 Act, any of the Securities (ii) following a sale, assignment or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, other transfer if such holder provides the Company will execute and deliver with an opinion of counsel, in form reasonably acceptable to the Company, to the effect that such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge sale, assignment or transfer of the SecuritiesNotes or Conversion Shares may be made without registration under the applicable requirements of the 1933 Act, or (iii) following a sale pursuant to Rule 144 under the 1933 Act, provided the Company received from the holder reasonable assurance, including reasonable representations and warranties, that such securities are being sold pursuant to Rule 144, together with written advice from counsel to the preparation and filing Company in support of the holder’s reliance on Rule 144 for such sale. The Company shall be responsible for the fees of its transfer agent, the costs of any legal opinions required prospectus supplement under Rule 424(b)(3) by its transfer agent (other than those of counsel to the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(bInvestor) and be subject to the restrictions on transfer set forth in Section 4.1(a)all DTC fees associated with such issuance.
Appears in 3 contracts
Sources: Waiver and Consent, Waiver and Consent (KKR & Co. L.P.), Convertible Note Purchase Agreement (KKR & Co. L.P.)
Legends. Certificates, including, if applicable, book entry statements with (a) The Company may endorse on all Series 1 Preferred share certificates the Transfer Agent, evidencing the Securities shall bear any legend following legends and such other legends as may be required by applicable state securities laws; provided, that no such legend shall be endorsed on any Share certificates which, when issued, are no longer subject to the “blue sky” laws restrictions of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR this Article II. "THE SECURITIES ISSUABLE REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN A STOCKHOLDERS' AGREEMENT, DATED AS OF ______, 1999, AS SUCH AGREEMENT MAY BE AMENDED, MODIFIED OR RESTATED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE ISSUER HEREOF AND WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON CONVERSION OR EXERCISE OF THESE WRITTEN REQUEST)." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE ANY STATE SECURITIES LAWS. THE SECURITIES , AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, SOLD OR TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO (I) IN THE ABSENCE OF (Ai) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROMOF 1933, OR IN A TRANSACTION NOT SUBJECT TOAS AMENDED, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS."
(IIb) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that certificate issued at any time in exchange or substitution for any certificate bearing such legends (except a Purchaser may from time to time pledge, and/or grant new certificate issued upon the completion of a security interest in, some or all of the legended Securities in connection with applicable securities laws, Transfer pursuant to a bona fide margin agreement registered public offering under the Securities Act and made in compliance accordance with a bona fide margin loan. Such a pledge would not be the Securities Act) shall also bear such legends, unless in the opinion of counsel for the Company, the Registrable Securities or Shares represented thereby are no longer subject to approval or consent the provisions of this Agreement or, in the opinion of the Company and no legal opinion of legal (with advice from counsel to the pledgeeCompany, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify as the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expensemay deem appropriate), the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement restrictions imposed under Rule 424(b)(3) of the Securities Act or other state securities laws, in which case the applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge legend (or security interest as contemplated by this Section 4.1(blegends) shall continue to bear the legend set forth in this Section 4.1(b) and may be subject to the restrictions on transfer set forth in Section 4.1(a)removed.
Appears in 3 contracts
Sources: Stockholders' Agreement (Global Pharmaceutical Corp \De\), Stockholders' Agreement (Global Pharmaceutical Corp \De\), Stockholders' Agreement (Global Pharmaceutical Corp \De\)
Legends. Certificates, including, if applicable, book entry statements with The Investor understands that until (a) the Transfer Agent, evidencing Common Shares may be sold by the Investor under Rule 144(k) or (b) such time as the resale of the Common Shares has been registered under the Securities shall bear any legend Act as required contemplated by the “blue sky” laws of any state and Registration Rights Agreement, the certificates representing the Common Shares will bear a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of the certificates for such time as they are not required under Section 4.1(cCommon Shares): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES (THE “SECURITIES”) EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) SOLD EXCEPT AS SET FORTH IN THE ABSENCE OF FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES THAT IT WILL NOT OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER (AINDIVIDUALLY AND COLLECTIVELY, A “TRANSFER”) THE SECURITIES EVIDENCED HEREBY, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT ACT, OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. IF THE PROPOSED TRANSFER IS TO BE MADE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AND THE TRANSFER AGENT SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE OR ANY STATE OR FOREIGN SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACTLAW. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges legend set forth above will be removed and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as issue a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of certificate without the Securities, including legend to the preparation and filing holder of any required prospectus supplement under Rule 424(b)(3) certificate upon which it is stamped, in accordance with the terms of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)Article V hereof.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Mihaylo Steven G), Securities Purchase Agreement (Internet America Inc), Securities Purchase Agreement (Internet America Inc)
Legends. Certificates(a) Until the date on which a registration statement filed by the Company under the Securities Act of 1933, includingas amended (the "Securities Act") covering the issuance and sale or the resale of the Shares is declared effective by the U.S. Securities and Exchange Commission (the "SEC"), if applicable, book entry statements with the Transfer Agent, any certificates evidencing the Securities Shares shall bear any a legend as required by the “blue sky” laws of any state and a restrictive legend substantially in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF : "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THE SECURITIES LAWS AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED RESALE OR ASSIGNED (I) IN RESOLD UNLESS REGISTERED PURSUANT TO THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS PROVISIONS OF THE SECURITIES ACT AND IN ACCORDANCE WITH REGISTERED OR QUALIFIED PURSUANT TO THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR BLUE SKY LAWS AS EVIDENCED QUALIFICATION IS AVAILABLE."
(b) Any certificates evidencing the Shares shall bear legends to the extent required by the Company’s shareholder agreement dated March 18, 2013 and amended effective as of April 13, 2016 (the “Shareholder Agreement”) and the Company’s voting agreement dated January 15, 2014 (the “Voting Agreement”).
(c) Any certificates evidencing the Shares shall bear legends substantially in the following form to the extent reasonably required by the Company: “THE SHARES OF STOCK REPRESENTED BY A LEGAL OPINION THIS CERTIFICATE ARE SUBJECT TO AGREEMENTS SET FORTH IN THE BYLAWS OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD CORPORATION AMONG THE SHAREHOLDERS OF THE CORPORATION PURSUANT TO RULE 144 UNDER SECTION 488 OF THE SECURITIES MICHIGAN BUSINESS CORPORATION ACT. NOTWITHSTANDING A COPY OF THE FOREGOINGBYLAWS IS ON FILE WITH THE SECRETARY OF THE CORPORATION. BY ACCEPTANCE OF THIS CERTIFICATE, THE SECURITIES MAY HOLDER HEREOF AGREES TO BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BOUND BY THE SECURITIES. TERMS OF SAID AGREEMENTS.”
(d) The Company acknowledges and agrees that a Purchaser may from time Holder consents to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company making a notation on its records and no legal opinion of legal counsel giving instructions to the pledgee, secured party or pledgor shall be required any transfer agent in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act order to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to implement the restrictions on transfer set forth established in Section 4.1(athis Warrant (including in the foregoing contemplated legends), the Shareholder Agreement or the Voting Agreement. The Company will not be required to (i) transfer on its books any securities that have been transferred in violation of any provisions of this Warrant, the Shareholder Agreement, the Voting Agreement or applicable law, or (ii) to treat as owner of such securities, or accord the right to vote or pay dividends to any purchaser, donee or other transferee to whom such securities may have been so transferred.
Appears in 3 contracts
Sources: Draw Loan Note and Agreement (Xg Sciences Inc), Warrant Agreement (Xg Sciences Inc), Common Stock Purchase Warrant (Xg Sciences Inc)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Preferred Shares and the Warrants, includinguntil such time as the resale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act, if applicablethe stock certificates representing the Conversion Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE][EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The At any time after the Execution Date, the legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with upon which it is stamped or, if available, issue to such holder by electronic delivery at the applicable securities lawsbalance account at The Depository Trust Company (“DTC”), pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of if (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent sale, assignment or other transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of (other than pursuant to Rule 144), such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in a generally acceptable form, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) the Securities Act can be sold, assigned or transferred pursuant to appropriately amend Rule 144 or Rule 144A. The Company shall be responsible for the list fees of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees thatits transfer agent, except as otherwise provided in Section 4.1(c)legal counsel (including, without limitation, with respect to any Securities subject legal opinion upon any sale pursuant to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(bRule 144) and be subject to the restrictions on transfer set forth in Section 4.1(a)all DTC fees associated with such issuance.
Appears in 3 contracts
Sources: Securities Purchase Agreement, Securities Purchase Agreement (Truli Media Group, Inc.), Securities Purchase Agreement (Truli Media Group, Inc.)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Securities, includingexcept as set forth below, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL FORM REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY AND ITS TRANSFER AGENT COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR FINANCING ARRANGEMENT OTHER LOAN SECURED BY THE SECURITIES. SUCH SECURITIES The Company acknowledges and agrees that a Purchaser Buyer may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pledge pursuant to a bona fide margin agreement in compliance with a bona fide margin loanregistered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Buyer may transfer pledged or secured Securities to the pledgees or secured parties, subject to such transferee’s acknowledgement that the Securities are unregistered and subject to the transfer restrictions set forth therein and herein. Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to of the pledgee, secured party or pledgor shall be required in connection with the pledgetherewith. Further, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No no notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate PurchaserBuyer’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including including, if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of under the Securities 1933 Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders (as defined in the Registration Rights Agreement) thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).
Appears in 3 contracts
Sources: Securities Purchase Agreement (Kadmon Holdings, Inc.), Securities Purchase Agreement (Kadmon Holdings, Inc.), Securities Purchase Agreement
Legends. Certificates, including, if applicable, book entry statements with the Transfer Agent, Certificates evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER [THE OFFER AND SALE OF THESE SECURITIES NOR AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED REGISTERED] [THE OFFER AND SALE OF THESE SECURITIES HAVE NOT BEEN REGISTERED] UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED OR ASSIGNED (I) OTHERWISE DISPOSED OF IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACTAGENT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES; PROVIDED THAT IN CONNECTION WITH ANY FORECLOSURE OR TRANSFER OF THE SECURITIES, THE TRANSFEROR SHALL COMPLY WITH THE PROVISIONS [HEREIN], IN THE SECURITIES PURCHASE AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT, AND UPON FORECLOSURE OR TRANSFER OF THE SECURITIES, SUCH FORECLOSING PERSON OR TRANSFEREE SHALL COMPLY WITH ALL PROVISIONS CONTAINED [HEREIN], IN THE SECURITIES PURCHASE AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee Purchaser shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities such Purchaser may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders selling stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).
Appears in 3 contracts
Sources: Securities Purchase Agreement (Hipcricket, Inc.), Securities Purchase Agreement (American Standard Energy Corp.), Securities Purchase Agreement (Augme Technologies, Inc.)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Membership Interests and the Warrant Interests and, includinguntil such time as the resale of the Membership Interests and the Warrant Interests have been registered under the 1933 Act as contemplated by the Investor Rights Agreement, if applicablethe stock certificates representing the Warrant Interests, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. .] The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with applicable upon which it is stamped if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that counsel reasonably satisfactory to the Company shall not be responsible for any pledges relating toto the effect that such sale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities 1933 Act and that such legend is no longer required, or other applicable provision of (iii) such holder provides the Company with reasonable assurance that the Securities Act can be sold, assigned or transferred pursuant to appropriately amend Rule 144 or Rule 144A without limitation. The Company shall be responsible for the list fees, if any, of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on its transfer set forth in Section 4.1(a)agent associated with such issuance.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC)
Legends. Certificates, including, if applicable, book entry statements with the Transfer Agent, evidencing The Buyer understands that until such time as the Securities shall have been registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of the such time as they are not required under Section 4.1(cSecurities): “NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO (WHICH COUNSEL SHALL BE SELECTED BY THE COMPANY AND ITS TRANSFER AGENT HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” The legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(m) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company acknowledges shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Buyer agrees that to sell all Securities, including those represented by a Purchaser may certificate(s) from time to time pledgewhich the legend has been removed, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loanapplicable prospectus delivery requirements, if any. Such a pledge would not be subject to approval or consent of In the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges event that the Company shall does not be responsible for any pledges relating to, or accept the grant opinion of any security interest in, any of counsel provided by the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At Buyer with respect to the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party transfer of Securities may reasonably request in connection with a pledge or transfer of the Securitiespursuant to an exemption from registration, including the preparation and filing of any required prospectus supplement under such as Rule 424(b)(3) of the Securities Act 144, Rule 144A, Regulation S, or other applicable provision exemption at the Deadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)Note.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Home Bistro, Inc. /NV/), Securities Purchase Agreement (Home Bistro, Inc. /NV/), Securities Purchase Agreement (Home Bistro, Inc. /NV/)
Legends. Certificates, including, if applicable, book entry statements with the Transfer Agent, (i) The certificates evidencing the Securities shall bear any Founder Warrants will include the legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR set forth below: THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE ANY STATE SECURITIES LAWS. THE SECURITIES LAW, AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OTHERWISE DISPOSED OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNLESS REGISTERED UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROMOF 1933, OR IN A TRANSACTION NOT SUBJECT TOAS AMENDED, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO SUBJECT TO INVESTMENT REPRESENTATIONS AND RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO A FOUNDER WARRANT PURCHASE AGREEMENT DATED [●], 2007, WHICH RESTRICTS THE TRANSFER THEREOF AS EVIDENCED BY PROVIDED IN THE FOUNDER WARRANT PURCHASE AGREEMENT, A LEGAL OPINION COPY OF COUNSEL REASONABLY SATISFACTORY WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE OFFICES. THESE SECURITIES ARE ALSO SUBJECT TO THE TERMS AND PROVISIONS OF A FOUNDER WARRANT ESCROW AGREEMENT DATED [●], 2007 WHICH RESTRICTS THE TRANSFER THEREOF AS PROVIDED THEREIN, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AND AT ITS TRANSFER AGENT OR EXECUTIVE OFFICES.
(IIii) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOINGBy accepting the certificates bearing the aforesaid legend, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledgeagrees, but Purchaser’s transferee shall promptly notify the Company of prior to any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or permitted transfer of the Securities, including Founder Warrants represented by the preparation certificates and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on contained herein, to give written notice to the Company expressing its desire to effect such transfer set forth in Section 4.1(a).and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel and the following provisions shall apply:
Appears in 3 contracts
Sources: Founder Warrant Purchase Agreement (Secure America Acquisition CORP), Founder Warrant Purchase Agreement (Secure America Acquisition CORP), Founder Warrant Purchase Agreement (Secure America Acquisition CORP)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Membership Interests and the Warrant Interests and, includinguntil such time as the resale of the Membership Interests and the Warrant Interests have been registered under the 1933 Act as contemplated by the Investor Rights Agreement, if applicablethe stock certificates representing the Warrant Interests, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with applicable upon which it is stamped if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that counsel reasonably satisfactory to the Company shall not be responsible for any pledges relating toto the effect that such sale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities 1933 Act and that such legend is no longer required, or other applicable provision of (iii) such holder provides the Company with reasonable assurance that the Securities Act can be sold, assigned or transferred pursuant to appropriately amend Rule 144 or Rule 144A without limitation. The Company shall be responsible for the list fees, if any, of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on its transfer set forth in Section 4.1(a)agent associated with such issuance.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Notes, includinguntil such time as the resale of the Conversion Shares, if applicablehave been registered under the 1933 Act, book entry statements with the Transfer Agentstock certificates representing the Conversion Shares, evidencing the Securities except as set forth below, shall bear any legend as required by the “"blue sky” " laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC (as defined below), unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in a generally acceptable form, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) such holder provides the Company with reasonable assurance that the Securities Act can be sold, assigned or transferred pursuant to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge Rule 144 or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).Rule 144A.
Appears in 3 contracts
Sources: Note Purchase Agreement (Alpha Energy Inc), Note Purchase Agreement (Alpha Energy Inc), Note Purchase Agreement (Alpha Energy Inc)
Legends. Certificates, including, if applicable, book entry statements The Investors agree with the Transfer Agent, evidencing Company that unless sold pursuant to a registration statement that has been declared effective under the Securities shall bear any legend as required Act or in compliance with Rule 144 thereunder, each share of Common Stock purchased by the “blue sky” laws of any state Investors pursuant to the Backstop Commitment and the Additional Purchase Commitment purchased by the Investors shall contain a restrictive legend in substantially to the following formeffect until the date that is one year after the later of the date of issuance or the last date on which the Company or any Affiliate of the Company was the owner thereof, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED unless the Company determines otherwise in accordance with applicable Law: “THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED AMENDED, (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES THIS SECURITY MAY NOT BE OFFERED OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR SALETHE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY BE OFFERED, SOLDRESOLD, TRANSFERRED PLEDGED OR ASSIGNED OTHERWISE TRANSFERRED, ONLY (I) IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (II) PURSUANT TO ANY OTHER EXEMPTION FROM THE ABSENCE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (AIF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (BIV) AN AVAILABLE EXEMPTION FROMTO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS EACH OF THE SECURITIES ACT AND CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND IN CASE (I) OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL (II), UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR ACT AND SUCH OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)APPLICABLE LAWS.”
Appears in 3 contracts
Sources: Standby Purchase Agreement (Trade Street Residential, Inc.), Standby Purchase Agreement (Trade Street Residential, Inc.), Standby Purchase Agreement (Trade Street Residential, Inc.)
Legends. Certificates(a) You acknowledge that the certificates representing the Common Shares will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, includingTHE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date which is four months and one day after the Closing Date will be inserted].” and (if applicable under the rules of the Stock Exchange): “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [the date which is four months and one day after the Closing Date will be inserted].”
(b) In addition, you also acknowledge that:
(i) the Common Shares are “restricted securities” as defined in Rule 144 under the U.S. Securities Act and agrees that if applicableit decides to offer, book entry statements sell or otherwise transfer any of the Common Shares, such Common Shares may be offered, sold or otherwise transferred only (A) to the Corporation, (B) outside the United States in accordance with Rule 904 of Regulation S under the Transfer AgentU.S. Securities Act, evidencing (C) inside the United States (1) to a qualified institutional buyer in compliance with Rule 144A under the U.S. Securities shall bear Act or (2) pursuant to an exemption from registration provided by Rule 144 under the U.S. Securities Act or any legend as required by other available exemption from the “blue sky” registration requirements of the U.S. Securities Act, or (D) pursuant to an effective registration statement under the U.S. Securities Act, and in each case in accordance with any applicable state securities laws in the United States or securities laws of any other applicable jurisdictions; and
(ii) upon the original issuance thereof, and until it is no longer required under applicable requirements of the U.S. Securities Act or applicable state and securities laws, all certificates representing the Common Shares shall bear on the face of such certificates, a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR : “THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), ) OR APPLICABLE UNDER ANY STATE SECURITIES LAWS. THE SECURITIES AND HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE BENEFIT OF THESE THE CORPORATION THAT SUCH SECURITIES MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF ONLY (A) AN EFFECTIVE REGISTRATION STATEMENT FOR TO THE SECURITIES CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES (1) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT OR (B2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT ACT, OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES OR BLUE SKY SECURITIES LAWS AS EVIDENCED BY OF ANY OTHER APPLICABLE JURISDICTIONS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A LEGAL OPINION NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF COUNSEL REASONABLY WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT AND REGISTRAR OF THE CORPORATION UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT AND REGISTRAR OF THE CORPORATION AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 144 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT. NOTWITHSTANDING THE FOREGOING”; provided, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges that, if the Common Shares are being sold outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and agrees that the Issuer is at the time of such sale a Purchaser “foreign issuer” within the meaning of Regulation S under the U.S. Securities Act, the legend may be removed by providing a declaration to the Corporation’s transfer agent in the form attached as Appendix “A” to Schedule D, or in such other form as the Corporation or its transfer agent may from time to time pledgeprescribe; and provided further, and/or grant a security interest inthat, some or all of if any such Common Shares are being sold inside the legended Securities in connection with applicable securities laws, United States pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of an exemption from registration provided by Rule 144 under the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the U.S. Securities Act or any other applicable provision available exemption from the registration requirements of the U.S. Securities Act, the legend may be removed by delivery to the Corporation and its transfer agent of an opinion of counsel, of recognized standing reasonably satisfactory to the Issuer, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws; and
(c) Provided that a declaration to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges Corporation’s transfer agent in the form attached as Appendix “A” to Schedule D, or in such other form as the Corporation or its transfer agent may from time to time prescribe; and agrees provided further, that, except as otherwise if any such Common Shares are being sold inside the United States pursuant to an exemption from registration provided by Rule 144 under the U.S. Securities Act or any other available exemption from the registration requirements of the U.S. Securities Act, the Corporation agrees that it shall cause its counsel to issue a legal opinion with respect to the legend removal referenced in Section 4.1(c), any Securities subject subsection 5(b)(ii) and shall pay all associated fees up to a pledge or security interest as contemplated by this Section 4.1(b) shall continue maximum of $500.00 for legal counsel and up to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on a maximum of $500.00 for its transfer set forth in Section 4.1(a)agent.
Appears in 3 contracts
Sources: Subscription Agreement (BriaCell Therapeutics Corp.), Subscription Agreement (BriaCell Therapeutics Corp.), Subscription Agreement (BriaCell Therapeutics Corp.)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Notes and the Warrants and, includinguntil such time as the resale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, if applicablethe stock certificates representing the Conversion Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in a generally acceptable form, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) the Securities Act can be sold, assigned or transferred pursuant to appropriately amend Rule 144 or Rule 144A. The Company shall be responsible for the list fees of Selling Stockholders thereunder. Each Purchaser acknowledges its transfer agent and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)all DTC fees associated with such issuance.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Digital Ally Inc), Securities Purchase Agreement (Digital Ally Inc), Securities Purchase Agreement (Wet Seal Inc)
Legends. Certificates, including, if applicable, book entry statements with the Transfer Agent, evidencing The Purchaser understands that the Securities shall may bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER : [NEITHER] THESE SECURITIES [NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE EXERCISABLE] HAVE [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR APPLICABLE THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOF THE UNITED STATES. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) SOLD IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE APPLICABLE SECURITIES ACT LAWS UNLESS OFFERED, SOLD OR (B) TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACTTHOSE LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SUCH SECURITIES. Certificates evidencing Securities shall not contain such legend or any other legend (i) while a Registration Statement covering the resale of such Securities is effective under the Securities Act provided that at the time any of the Purchasers requests a removal of the Legend on any certificate evidencing all or any portion of any of the Securities, such Purchaser (or a broker acting on such Purchaser's behalf) provides to the Company (or to the Transfer Agent on the Company's behalf), reasonable written assurances to the effect that any of the Securities, sold or to be sold by such Purchasers have been, or will be, sold in accordance with the plan of distribution set forth in the Prospectus and in compliance with the prospectus delivery requirements under the Securities Act, or (ii) following any sale of such Securities pursuant to Rule 144, or (iii) if such Securities are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Transfer Agent on the Effective Date. Following the Effective Date or at such earlier time as a legend is no longer required for certain Securities, the Company will no later than three Business Days following the delivery by a Purchaser to the Company or the Transfer Agent of a legended certificate representing such Securities, deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends. If the Company intentionally and willfully fails to deliver to the Purchaser such certificate or certificates in accordance herewith, prior to the fifth trading day following the aforementioned delivery by a Purchaser, the Company shall pay to such Purchaser, in cash, an amount equal to 2% of the product of the number of shares of Common Stock represented by such certificate(s) multiplied by the closing sales price of the Common Stock as reported on the primary exchange on which the Company's stock is quoted on the close of business of the aforementioned fifth day, per month (or any portion thereof) until such delivery takes place, but in no event in an amount to exceed $240,000. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or pledge or grant a security interest in, in some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loanor other loan or financing arrangement secured by the Securities and, if required under the terms of such agreement, loan or arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledgetherewith, but such legal opinion shall may be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No Further, no notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s 's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders selling stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).
Appears in 3 contracts
Sources: Securities Purchase Agreement (Bam Entertainment Inc), Securities Purchase Agreement (Bam Entertainment Inc), Securities Purchase Agreement (Bam Entertainment Inc)
Legends. Certificates, including, if applicable, book entry statements Each certificate representing Shares and Option Shares shall be endorsed with the Transfer Agentfollowing legends, evidencing the Securities shall bear and any legend as other legends required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR law: THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED OR ASSIGNED (I) IN THE ABSENCE OF (A) HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES SUCH ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TOCOVERING SUCH SECURITIES, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SALE IS MADE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS RULE 144 UNDER THE ACT, OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. THE SECURITIES ACTEVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT DATED AS OF DECEMBER 21, 1999, BY AND BETWEEN SUPERGEN, INC. NOTWITHSTANDING THE FOREGOINGAND ▇▇▇▇▇▇ LABORATORIES, THE SECURITIES A COPY OF WHICH AGREEMENT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE SECURITIESHOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF SUPERGEN, INC. AT SUPERGEN, INC.'S PRINCIPAL EXECUTIVE OFFICES. The Company acknowledges need not register a transfer of legended Securities, and agrees that a Purchaser may from time also instruct its transfer agent not to time pledge, and/or grant a security interest in, some or all of register the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including unless the preparation conditions specified in each of the foregoing legends are satisfied. The first of the foregoing legends shall be removed from any security legended pursuant to this Section 5.6, and filing the Company shall issue a certificate without such legend to the holder of any required such Securities, if such Securities are registered under the Securities Act and a prospectus supplement under Rule 424(b)(3) meeting the requirements of Section 10 of the Securities Act is available or other applicable provision if such holder satisfies the requirements of Rule 144(k), or the holder provides the Company with an opinion of counsel, reasonably satisfactory to the Company, to the effect that a public sale, transfer or assignment of such Securities may be made without registration. The second of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided foregoing legends shall be removed from any Security legended in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by accordance with this Section 4.1(b) 5.6, and the Company shall continue issue a certificate without such legend to bear the legend set forth holder of such Security at such time as such Security is transferred in accordance with Section 5.5. The stop transfer instructions with respect to any legended Security shall be removed if both of the foregoing legends are removed in accordance with this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)5.6.
Appears in 2 contracts
Sources: Common Stock and Option Purchase Agreement (Supergen Inc), Common Stock and Option Purchase Agreement (Abbott Laboratories)
Legends. CertificatesThe certificate representing the Commitment Shares and the certificate representing the Fees Shares, includingexcept as set forth below, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall each bear any legend as required by the “blue sky” laws of any state and a restrictive legend (“Legend”) in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificate): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges Notwithstanding the foregoing and agrees that a Purchaser may from time for the avoidance of doubt, all Shares to time pledge, and/or grant a security interest in, some or all be issued in respect of any Put Notice delivered to the legended Securities in connection with applicable securities laws, Investor pursuant to a bona fide margin agreement this Agreement shall be issued to the Investor in compliance accordance with a bona fide margin loan. Such a pledge would Section 2.3 by crediting the Investor’s or its designees’ account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, and all such Shares shall be freely tradable and transferable and without restriction on resale (and no stop-transfer order shall be placed against transfer thereof), assuming such transferor is not be subject to approval or consent and has not been an affiliate of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for take any pledges relating to, action or the grant of give instructions to any security interest in, any transfer agent of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)otherwise.
Appears in 2 contracts
Sources: Investment Agreement (Vendum Batteries Inc.), Investment Agreement (Vendum Batteries Inc.)
Legends. CertificatesThe Investor understands that the certificates or other instruments representing the Notes and the Conversion Shares shall, includingexcept as set forth below, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(csecurities): NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 1933 ACT”), OR APPLICABLE STATE UNDER THE SECURITIES LAWSLAWS OF ANY OTHER JURISDICTION. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ASSIGNED: (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT AND OTHER APPLICABLE SECURITIES ACT LAWS, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT SUBJECT TO, REQUIRED UNDER THE REGISTRATION REQUIREMENTS OF THE SECURITIES 1933 ACT AND IN ACCORDANCE WITH ANY OTHER APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT LAWS; OR (II) UNLESS THE SECURITIES HAVE BEEN SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES 1933 ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE 1933 ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor legend set forth above shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that removed and the Company shall not be responsible for any pledges relating toissue a certificate without such legend to the Investor or its successor or assignee upon which it is stamped or issued to such holder by electronic delivery at the applicable balance account at The Depository Trust Company ("DTC"), if (i) such Notes or Conversion Shares are resold pursuant to an effective resale registration statement under the grant of any security interest in1933 Act, any of the Securities (ii) following a sale, assignment or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, other transfer if such holder provides the Company will execute and deliver with an opinion of counsel, in form reasonably acceptable to the Company, to the effect that such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge sale, assignment or transfer of the SecuritiesNotes or Conversion Shares may be made without registration under the applicable requirements of the 1933 Act, or (iii) following a sale pursuant to Rule 144 under the 1933 Act, provided the Company received from the holder reasonable assurance, including reasonable representations and warranties, that such securities are being sold pursuant to Rule 144, together with written advice from counsel to the preparation and filing Company in support of the holder’s reliance on Rule 144 for such sale. The Company shall be responsible for the fees of its transfer agent, the costs of any legal opinions required prospectus supplement under Rule 424(b)(3) by its transfer agent (other than those of counsel to the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(bInvestor) and be subject to the restrictions on transfer set forth in Section 4.1(a)all DTC fees associated with such issuance.
Appears in 2 contracts
Sources: Convertible Note Purchase Agreement (China Cord Blood Corp), Convertible Note Purchase Agreement (China Cord Blood Corp)
Legends. Certificates, including, if applicable, book entry statements with (a) The Purchaser understands the Transfer Agent, evidencing certificates representing the Transaction Securities shall will bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of the certificates for such time as they are not required under Section 4.1(csecurities): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OF THE UNITED STATES IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR REGULATION S THEREUNDER, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, SOLDPLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TRANSFEROR TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOINGSUCH EFFECT, THE SECURITIES MAY SUBSTANCE OF WHICH SHALL BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY REASONABLY ACCEPTABLE TO THE SECURITIESCOMPANY.
(b) The Purchaser may request that the Company remove, and the Company agrees to authorize the removal of any legend from the Transaction Securities (i) following any sale of the Transaction Securities pursuant to an effective Registration Statement, or (ii) if such Transaction Securities are eligible for sale under Rule 144(k) or otherwise under Rule 144 under the Securities Act or under any no-action letter issued by the SEC. The Following the time a legend is no longer required for any Transaction Securities hereunder, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Transaction Securities, accompanied by such additional information as the Company or the Company’s transfer agent may reasonably request, deliver or cause to be delivered to such Purchaser a certificate representing such Transaction Securities that is free from all restrictive and other legends.
(c) Notwithstanding anything herein to the contrary, the Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal will not require an opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with transfer by a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required any Transaction Securities to an Affiliate of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).
Appears in 2 contracts
Sources: Securities Purchase Agreement (Neorx Corp), Securities Purchase Agreement (Bioject Medical Technologies Inc)
Legends. CertificatesSuch Investor acknowledges that, including, if to the extent applicable, book entry statements each certificate evidencing the Shares or Warrant Shares shall be endorsed with the Transfer Agentlegends substantially in the form set forth below, evidencing the Securities shall bear as well as any additional legend as imposed or required by the “blue sky” Company’s by-laws or applicable state securities laws. For Shares and Warrant Shares sold in reliance of any state and a restrictive the exemption provided by Regulation D, the legend in substantially the following form, until such time shall read as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ISSUABLE ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF HOLDER’S COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. For Shares and Warrant Shares sold in reliance of the exemption provided by Regulation S, the legend shall read as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN “OFFSHORE TRANSACTION” IN RELIANCE UPON CONVERSION OR EXERCISE OF THESE REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, PLEDGED, ENCUMBERED OR ASSIGNED OTHERWISE DISPOSED OF IN THE UNITED STATES, OR TO, OR FOR, THE ACCOUNT OF, OR BENEFIT OF, A U.S. PERSON, OTHER THAN DISTRIBUTORS (IAS DEFINED IN REGULATION S) OTHER THAN (1) IN THE ABSENCE OF ACCORDANCE WITH REGULATION S, (A2) AN EFFECTIVE PURSUANT TO REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B3) PURSUANT TO AN AVAILABLE EXEMPTION FROMFROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED BY AN OPINION OF HOLDER’S COUNSEL TO THE COMPANY, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIESTHAT SUCH EXEMPTION IF AVAILABLE. The Company acknowledges legends set forth above will be removed and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as issue book-entry shares or a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of stock certificate without the Securities, including legend to the preparation and filing holder of any required prospectus supplement under Rule 424(b)(3) certificate upon which it is stamped, in accordance with the terms of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)Article VII hereof.
Appears in 2 contracts
Sources: Stock Subscription and Registration Rights Agreement, Stock Subscription and Registration Rights Agreement (Peplin Inc)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Notes and the Warrants, includinguntil such time as the resale of the In-Kind Payment Shares and the Warrant Shares have been registered under the 1933 Act, if applicablethe stock certificates representing the In-Kind Payment Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE][EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The At any time after the Execution Date, the legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with upon which it is stamped or, if available, issue to such holder by electronic delivery at the applicable securities lawsbalance account at The Depository Trust Company (“DTC”), pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of if (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent sale, assignment or other transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of (other than pursuant to Rule 144), such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in a generally acceptable form, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) the Securities Act can be sold, assigned or transferred pursuant to appropriately amend Rule 144 or Rule 144A. The Company shall be responsible for the list issuance fees of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees thatits transfer agent, except as otherwise provided its legal counsel (with respect to legal opinions from its counsel covering all the Buyers in Section 4.1(c), any Securities subject such opinion upon any sale pursuant to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(bRule 144) and be subject to the restrictions on transfer set forth in Section 4.1(a)all DTC fees associated with such issuance.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Probility Media Corp), Securities Purchase Agreement (Probility Media Corp)
Legends. CertificatesUnless otherwise provided below, including, if applicable, book entry statements with the Transfer Agent, evidencing the each certificate representing Registrable Securities shall will bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(clegend (the "Legend"): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. THE SECURITIES LAWS AND THE SECURITIES ISSUABLE HAVE BEEN ISSUED IN RELIANCE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SUCH OTHER SECURITIES LAWS LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR (II) UNLESS SOLD OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO RULE 144 AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. NOTWITHSTANDING THE FOREGOINGHOLDER OF THIS CERTIFICATE IS THE BENEFICIARY OF CERTAIN OBLIGATIONS OF THE COMPANY SET FORTH IN A PRIVATE EQUITY LINE OF CREDIT AGREEMENT AMONG COMMERCIAL CONCEPTS, INC. AND CERTAIN INVESTORS DATED JULY ____, 2000. A COPY OF THE SECURITIES PORTION OF THE AFORESAID AGREEMENT EVIDENCING SUCH OBLIGATIONS MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY OBTAINED FROM THE SECURITIESCOMPANY'S EXECUTIVE OFFICES. The Upon the execution and delivery hereof, the Company acknowledges is issuing to the transfer agent for its Common Stock (and agrees that a Purchaser to any substitute or replacement transfer agent for its Common Stock upon the Company's appointment of any such substitute or replacement transfer agent) instructions in substantially the form of Exhibit D hereto. Such instructions shall be irrevocable by the Company from and after the date hereof or from and after the issuance thereof to any such substitute or replacement transfer agent, as the case may be, except as otherwise expressly provided in the Registration Rights Agreement. It is the intent and purpose of such instructions, as provided therein, to require the transfer agent for the Common Stock from time to time pledge, and/or grant a security interest in, some or all upon transfer of Registrable Securities by the Investor to issue certificates evidencing such Registrable Securities free of the legended Securities Legend during the following periods and under the following circumstances and without consultation by the transfer agent with the Company or its counsel and without the need for any further advice or instruction or documentation to the transfer agent by or from the Company or its counsel or the Investor:
(a) at any time after the Effective Date, upon surrender of one or more certificates evidencing Common Stock that bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered; provided that (i) the Registration Statement shall then be effective; (ii) the Investor confirms to the transfer agent that it has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with transaction to a bona fide margin loan. Such a pledge would third party that is not be subject to approval or consent an affiliate of the Company Company; and no legal opinion of legal counsel (iii) the Investor confirms to the pledgee, secured party or pledgor shall be required in connection transfer agent that the Investor has complied with the pledgeprospectus delivery requirement; and
(b) at any time upon any surrender of one or more certificates evidencing Registrable Securities that bear the Legend, but such legal opinion shall be required in connection with to the extent accompanied by a subsequent transfer or foreclosure following default by notice requesting the Purchaser transferee issuance of new certificates free of the pledge. No notice shall be required Legend to replace those surrendered and containing representations that (i) the Investor is permitted to dispose of such pledge, but Purchaser’s transferee shall promptly notify the Company Registrable Securities without limitation as to amount or manner of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement sale pursuant to Rule 144(k) under Rule 424(b)(3) of the Securities Act or (ii) the Investor has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Registrable Securities in a manner other applicable provision than pursuant to an effective registration statement, to a transferee who will upon such transfer be entitled to freely tradeable securities. Any of the Securities Act notices referred to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth above in this Section 4.1(b) and 9.1 may be subject sent by facsimile to the restrictions on Company's transfer set forth in Section 4.1(a)agent.
Appears in 2 contracts
Sources: Private Equity Line of Credit Agreement (Commercial Concepts Inc), Private Equity Line of Credit Agreement (Commercial Concepts Inc)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Notes and Warrants and, includinguntil such time as the resale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, if applicablethe stock certificates representing the Conversion Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as that is required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SELECTED BY THE HOLDER AND REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY AND ITS TRANSFER AGENT ISSUER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BY THE HOLDER OF THIS NOTE IN FAVOR OF W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, ACTING THROUGH ITS W▇▇▇▇ FARGO BUSINESS CREDIT OPERATING DIVISION, DATED AS OF MARCH 31, 2006. The Company acknowledges legend set forth above shall be removed and agrees that PubCo shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with applicable upon which it is stamped, if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by other transfer, such holder provides PubCo with an opinion of counsel reasonably acceptable to PubCo, in a generally acceptable form, to the Purchaser transferee of the pledge. No notice shall be required of effect that such pledgesale, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision (iii) such holder provides PubCo with reasonable assurances of the holder’s belief that the Securities Act can be sold, assigned or transferred pursuant to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge Rule 144 or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).Rule 144A.
Appears in 2 contracts
Sources: Notes Securities Purchase Agreement (Global Employment Holdings, Inc.), Notes Securities Purchase Agreement (Global Employment Holdings, Inc.)
Legends. CertificatesThe Buyer understands that until such time as the Note, includingWarrant, if applicableConversion Shares, book entry statements with and/or Exercise Shares have been registered under the Transfer Agent1933 Act or may be sold pursuant to Rule 144, evidencing Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities shall may bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cSecurities): “NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO (WHICH COUNSEL SHALL BE SELECTED BY THE COMPANY AND ITS TRANSFER AGENT HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” The legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(m) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company acknowledges shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Buyer agrees that to sell all Securities, including those represented by a Purchaser may certificate(s) from time to time pledgewhich the legend has been removed, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loanapplicable prospectus delivery requirements, if any. Such a pledge would not be subject to approval or consent of In the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges event that the Company shall does not be responsible for any pledges relating to, or accept the grant opinion of any security interest in, any of counsel provided by the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At Buyer with respect to the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party transfer of Securities may reasonably request in connection with a pledge or transfer of the Securitiespursuant to an exemption from registration, including the preparation and filing of any required prospectus supplement under such as Rule 424(b)(3) of the Securities Act 144, Rule 144A, Regulation S, or other applicable provision exemption at the Deadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)Note.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Sugarmade, Inc.), Securities Purchase Agreement (Sugarmade, Inc.)
Legends. Certificates, including, if applicable, book entry statements with Each Purchaser understands that the Transfer Agent, evidencing Notes and Warrants and the Securities shall certificates for the Conversion Shares and Warrant Shares respectively may bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): : Legend A NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SELECTED BY THE HOLDER AND REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY AND ITS TRANSFER AGENT ISSUER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Legend B and in the case of Notes or Conversion Shares held by an Insider (as that term is defined by the Principal Market): Legend C And in the case of Warrants or Warrant Shares: Legend D Legend A set forth above shall be removed and the Company acknowledges shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by state securities laws, (i) the sale of such Security is registered under the Securities Act (including registration pursuant to Rule 416 thereunder); (ii) such holder provides the Company with an opinion of counsel, in form, substance and agrees scope customary for opinions of counsel in comparable transactions, to the effect that a Purchaser public sale or transfer of such Security may be made without registration under the Securities Act; or (iii) such holder provides the Company with reasonable assurances that such Security can be can be sold under Rule 144(k) or has been, or is to be otherwise, sold under Rule 144. In the event Legend A is removed from time to time pledge, and/or grant any Security and thereafter the effectiveness of a security interest in, some registration statement covering such Security is suspended or all of the legended Securities in connection with Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance written notice to such Purchaser the Company may require that the above legend be placed on any such Security that cannot then be sold pursuant to a bona fide margin agreement an effective registration statement or under Rule 144 and such Purchaser shall cooperate in compliance with a bona fide margin loanthe replacement of such legend. Such a pledge would not legend shall thereafter be subject removed when such Security may again be sold pursuant to approval an effective registration statement or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)144.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Security Devices International Inc.), Securities Purchase Agreement (Security Devices International Inc.)
Legends. CertificatesUntil such time as the Series B Preferred Stock and Common Stock issued upon the conversion of Series B Preferred Stock, including, if as applicable, book entry statements with the Transfer Agent, evidencing have been sold pursuant to an effective registration statement under the Securities Act, or the Series B Preferred Stock or Common Stock issued upon the conversion of Series B Preferred Stock, as applicable, are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate issued with respect to a share of Series B Preferred Stock or any Common Stock issued upon the conversion of Series B Preferred Stock shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR : THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT (I1) IN THE ABSENCE OF (A) PURSUANT TO AN EFFECTIVE EXEMPTION FROM REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B2) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE EFFECTIVE REGISTRATION REQUIREMENTS OF STATEMENT UNDER THE SECURITIES ACT AND ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS OR BLUE SKY AND THE SECURITIES LAWS AS EVIDENCED BY OF OTHER JURISDICTIONS, AND IN THE CASE OF A LEGAL TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR ACT AND SUCH OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)APPLICABLE LAWS.
Appears in 2 contracts
Sources: Guaranty and Support Agreement (Magellan Petroleum Corp /De/), Agreement and Plan of Merger (Magellan Petroleum Corp /De/)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Notes and the Warrants and, includinguntil such time as the resale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, if applicablethe stock certificates representing the Conversion Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, SOLD OR TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION REASONABLE ASSURANCE THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with applicable upon which it is stamped, if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges with reasonable assurance that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities 1933 Act or other applicable provision of (iii) such holder provides the Company with reasonable assurance that the Securities Act can be sold, assigned or transferred pursuant to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge Rule 144 or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).Rule 144A.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Telkonet Inc), Securities Purchase Agreement (NGAS Resources Inc)
Legends. CertificatesSuch Subscriber understands that the certificates or other instruments representing the Warrants and, includinguntil such time as the resale of the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, if applicablethe stock certificates representing the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES 1933 ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES 1933 ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SELECTED BY THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD OR SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Certificates representing the Warrants and Warrant Shares shall not contain such legend if (i) such Securities are registered for resale on an effective registration statement under the 1933 Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably satisfactory to the Company as to such counsel and to the form of opinion and at the sole expense of such holder, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act; provided, however, that S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP shall be deemed reasonably satisfactory to the Company; provided, further, that no such opinion shall be required to sell, assign or otherwise transfer all or any portion of such Securities to an Affiliate of the holder of the Securities, or (iii) the Securities are, or can be, sold, assigned or transferred pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 and without volume or manner of sale restrictions. The Company shall, at its sole expense, cause its counsel to issue a legal opinion to its transfer agent, if required by its transfer agent or by a holder of the Securities, to effect the removal of the legend hereunder. Upon request by the Company or its counsel, the holder of the Securities shall deliver a customary representation letter to counsel of the Company in connection with a legend removal pursuant to the foregoing clause (iii). For the avoidance of doubt no legal opinion shall be required to sell, assign or transfer the Securities pursuant to Rule 144 or to remove legends from the Securities when such Securities are eligible to be sold, assigned, transferred pursuant to Rule 144. The Company shall be responsible for the fees of its transfer agent and all The Depository Trust Company ("DTC") fees associated with such issuance. If the Company shall fail for any reason or for no reason to issue to the holder of the Securities, within two (2) Trading Days following the delivery by the holder to the Company or its transfer agent of a certificate representing the Securities issued with a restricted legend (such date, the "Legend Removal Date" and such failure, a "Legend Removal Failure"), a certificate without such legend to such holder or to issue such Securities to such holder by electronic delivery at the applicable balance account at DTC, and on or after the Legend Removal Date the holder purchases (in an open market transaction or otherwise) Common Stock relating to the applicable Legend Removal Failure (a "Legend Buy-In"), then, in addition to all other available remedies available to such holder, the Company shall, within two (2) Trading Days after the holder's request and in the holder's discretion, either (i) pay cash to the holder in an amount equal to the holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased (the "Legend Buy-In Price"), at which point the obligation of the Company to deliver such unlegended Securities or to credit the balance account of the Holder or the Holder's designee at DTC shall terminate, or (ii) promptly honor its obligation to deliver to the holder such unlegended Securities as provided above and pay cash to the holder in an amount equal to the excess (if any) of the Legend Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) any trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable Legend Removal Date and ending on the date the Company makes the applicable cash payment. Nothing shall limit the holder's right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Additionally, if the Company fails for any reason to deliver to the holder the Warrant Shares subject to an Exercise Notice (as defined in the Warrant) by the applicable Legend Removal Date, the Company shall pay to such holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average Price (as defined in the Warrant) of the Common Stock on the date of the applicable Exercise Notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Legend Removal Date until such Warrant Shares are delivered or such holder rescinds such exercise. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some no Subscriber makes or all of the legended Securities in connection has made any representations or warranties with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel respect to the pledgee, secured party transactions contemplated hereby or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer Transaction Document other than those specifically set forth in Section 4.1(a)3.2.
Appears in 2 contracts
Sources: Subscription Agreement (KushCo Holdings, Inc.), Subscription Agreement
Legends. Certificates, including, if applicable, book entry statements with the Transfer Agent, evidencing The Buyer understands that until such time as the Securities shall have been registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of the such time as they are not required under Section 4.1(c): Securities):
1. “NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO (WHICH COUNSEL SHALL BE SELECTED BY THE COMPANY AND ITS TRANSFER AGENT HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” The legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(m) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company acknowledges shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Buyer agrees that to sell all Securities, including those represented by a Purchaser may certificate(s) from time to time pledgewhich the legend has been removed, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loanapplicable prospectus delivery requirements, if any. Such a pledge would not be subject to approval or consent of In the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges event that the Company shall does not be responsible for any pledges relating to, or accept the grant opinion of any security interest in, any of counsel provided by the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At Buyer with respect to the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party transfer of Securities may reasonably request in connection with a pledge or transfer of the Securitiespursuant to an exemption from registration, including the preparation and filing of any required prospectus supplement under such as Rule 424(b)(3) of the Securities Act 144, Rule 144A, Regulation S, or other applicable provision exemption at the Deadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)Note.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Home Bistro, Inc. /NV/), Securities Purchase Agreement (Home Bistro, Inc. /NV/)
Legends. CertificatesThe Buyer agrees to the imprinting, including, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend so long as its required by the “blue sky” laws this Section 2(f), of any state and a restrictive legend on the Securities in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR : THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE REPRESENTED BY THIS CERTIFICATE [AND THOSE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES [AND THE THOSE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROMOF 1933, AS AMENDED, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS LAWS, OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE APPLICABLE STATE SECURITIES ACTLAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that Certificates evidencing the Conversion Shares or the Warrant Shares shall not contain any legend (including the legend set forth above), (i) while a Purchaser may from time registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Conversion Shares or Warrant Shares pursuant to time pledgeRule 144, and/or grant a security interest in(iii) if such Conversion Shares or Warrant Shares are eligible for sale under Rule 144, some or all (iv) if such legend is not required under applicable requirements of the legended Securities in connection with applicable securities laws, Act (including judicial interpretations and pronouncements issued by the staff of the SEC). If a legend is not required pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgeeforegoing, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall no later than two (2) Trading Days following the delivery by a Buyer to the Company or the transfer agent (with notice to the Company) of a legended certificate representing such securities (endorsed or with stock powers attached, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Buyer as may be required above in this Section 2(f), as directed by such Buyer, either: (A) provided that the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit the aggregate number of shares of Ordinary Shares to which such Buyer shall be entitled to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Buyer, a certificate representing such securities that is free from all restrictive and other legends, registered in the name of such Buyer or its designee. The Company shall be responsible for any pledges relating to, transfer agent fees or DTC fees with respect to any issuance of Securities or the grant removal of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection legends with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act respect to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to in accordance herewith. The Buyer agrees that the removal of a pledge or security interest restrictive legend from certificates representing Securities as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b2(f) is predicated upon the Company’s reliance that the Buyer will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be subject to sold in compliance with the restrictions on transfer plan of distribution set forth in Section 4.1(a)therein.
Appears in 2 contracts
Sources: Securities Purchase Agreement (SciSparc Ltd.), Securities Purchase Agreement (SciSparc Ltd.)
Legends. CertificatesSuch Buyer agrees to the imprinting, including, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend so long as it is required by the “blue sky” laws this Agreement, of any state and a restrictive legend on the Securities in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR : THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE REPRESENTED BY THIS [CERTIFICATE][BOOK ENTRY] AND ANY SECURITIES INTO WHICH THEY ARE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE ANY SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES INTO WHICH THEY ARE CONVERTIBLE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROMOF 1933, AS AMENDED, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS LAWS, OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. Certificates or book entries evidencing the Conversion Shares or the Warrant Shares shall not contain any legend (IIincluding the legend set forth above), (i) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACTwhile a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Conversion Shares or Warrant Shares pursuant to Rule 144, or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) (each, a “Legend Removal Trigger Event”). NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and Each Buyer agrees that the removal of a Purchaser may restrictive legend from time certificates or book entries representing Securities as set forth in this Section 2(f) is predicated upon the Company’s reliance that such Buyer will sell any Securities pursuant to time pledge, and/or grant a security interest in, some or all either the registration requirements of the legended Securities in connection with Act, including any applicable securities lawsprospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a bona fide margin agreement registration statement, they will be sold in compliance with a bona fide margin loanthe plan of distribution set forth therein. Such a pledge would not be Following any Legend Removal Trigger Event, if requested by the Buyer and subject to approval or consent of Section 2(e), the Company shall use its commercially reasonable efforts to promptly, and no legal opinion of legal counsel in any event within two business days, remove or cause to be removed all such legends from the pledgee, secured party applicable Conversion Shares or pledgor shall be Warrant Shares. The Company’s obligation to remove legends under this Section 2(f) is conditioned upon the Buyer timely providing such representations and other documentation as are reasonably necessary and customarily required in connection with the pledge, but such legal opinion shall be required in connection removal of restrictive legends related to compliance with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)federal securities laws.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Near Intelligence, Inc.), Securities Purchase Agreement (Near Intelligence, Inc.)
Legends. Certificates, including, if applicable, book entry statements with the Transfer Agent, Certificates evidencing the Securities Shares, the Warrants and the Warrant Shares shall bear any legend as required by the California Corporations Code (including the legend set forth in Schedule 4.1(b) hereto), the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): ) or applicable law: [NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED] UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. NO REPRESENTATION IS MADE BY THE ISSUER AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THESE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities Shares may reasonably request in connection with a pledge or a permissible transfer of the SecuritiesShares, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3424(b)(ii) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of “Selling Stockholders Stockholders” thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cytori Therapeutics, Inc.), Securities Purchase Agreement (Cytori Therapeutics, Inc.)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Preferred Shares and the Warrants, includinguntil such time as the resale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act, if applicablethe stock certificates representing the Conversion Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE][EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The At any time after the Execution Date, the legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with upon which it is stamped or, if available, issue to such holder by electronic delivery at the applicable securities lawsbalance account at The Depository Trust Company (“DTC”), pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of if (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent sale, assignment or other transfer (other than pursuant to Rule 144), such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that such sale, assignment or foreclosure following default by the Purchaser transferee transfer of the pledge. No notice Securities may be made without registration under the applicable requirements of the 1933 Act, or (iii) the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A. The Company shall be required responsible for the issuance fees of such pledgeits transfer agent, but Purchaser’s transferee shall promptly notify its legal counsel (with respect to legal opinions from its counsel covering all the Company of Buyers in any such subsequent transfer or foreclosureopinion upon any sale pursuant to Rule 144) and all DTC fees associated with such issuance. Each Purchaser acknowledges that For the avoidance of doubt the Company shall not be responsible for covering the cost of legal opinions of counsel to any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject specific Buyer to the restrictions on transfer set forth in Section 4.1(a)extent that the Company’s counsel has provided an applicable legal opinion.
Appears in 2 contracts
Sources: Securities Purchase Agreement (BTCS Inc.), Securities Purchase Agreement (BTCS Inc.)
Legends. CertificatesThe Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144 (as defined below), includingto the Company or to an affiliate of the Investor or in connection with a pledge, if applicablethe Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, book entry statements with the Transfer Agentform and substance of which opinion shall be reasonably satisfactory to the Company, evidencing to the effect that such transfer does not require registration of such transferred Securities under the 1933 Act. The Investor understands that the certificate or other instrument representing the Note and, the stock certificates representing the Conversion Shares, except as set forth below, shall bear any legend legends as required by the applicable state securities or “blue skyBlue Sky” laws of any state and in addition to a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges shall use its reasonable best efforts to cause its transfer agent to remove the legend set forth above and agrees that to issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with upon which it is stamped, or to issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), unless otherwise required by state securities or “blue sky” laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of at such time as (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in a form generally acceptable to the Company’s legal counsel, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the SecuritiesSecurities may be made without registration under the 1933 Act, including or (iii) such holder provides the preparation Company and filing of any required prospectus supplement under Rule 424(b)(3) of its legal counsel with reasonable assurance in writing that the Securities Act can be sold, assigned or other applicable provision of the Securities Act transferred pursuant to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and Rule 144 or Rule 144A. The Company agrees that, except following the Effective Date or at such time as otherwise provided in such legend is not required pursuant to this Section 4.1(c4.4, the Company shall, no later than three Trading Days following the delivery by the Investor to the Company or the Company’s transfer agent of a certificate representing Conversion Shares issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), any Securities subject either: (A) issue and deliver (or cause to a pledge or security interest as contemplated by this Section 4.1(bbe issued and delivered) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions Investor a certificate representing such Conversion Shares that is free from all restrictive and other legends or (B) cause the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Conversion Shares represented by the certificate so delivered by the Investor. If the Company fails on or prior to the Legend Removal Date to either (i) issue and deliver (or cause to be issued and delivered) to the Investor a certificate representing the Conversion Shares that is free from all restrictive and other legends or (ii) cause the Company’s transfer set forth agent to credit the balance account of the Investor or its designee at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Conversion Shares represented by the certificate delivered by the Investor pursuant hereto, then, in Section 4.1(a)addition to all other remedies available to the Investor, the Company shall pay in cash to the Investor on each day after the Legend Removal Date that the issuance or credit of such shares is not timely effected an amount equal to 2.0% of the product of (A) the sum of the number of Conversion Shares not issued to the Investor on a timely basis and to which the Investor is entitled and (B) the VWAP for the five Trading Day period immediately preceding the Legend Removal Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the account of the Investor or its designee at DTC by the Legend Removal Date, and if on or after the Legend Removal Date the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of shares of Common Stock that the Investor anticipated receiving from the Company without any restrictive legend, then the Company shall, within three Trading Days after the Investor’s request, pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased, at which point the Company’s obligation to deliver a certificate or credit the Investor’s or its designee’s account at DTC for such shares of Common Stock shall terminate and such shares shall be cancelled.
Appears in 2 contracts
Sources: Note Purchase Agreement (Sanwire Corp), Note Purchase Agreement (Tauriga Sciences, Inc.)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Notes and the Warrants and, includinguntil such time as the resale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act, if applicablethe stock certificates representing the Conversion Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “"blue sky” " laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES [MAY BE CONVERTIBLE] [ARE EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company ("DTC"), if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in a generally acceptable form, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) the Securities Act can be sold, assigned or transferred pursuant to appropriately amend Rule 144 or Rule 144A. The Company shall be responsible for the list fees of Selling Stockholders thereunder. Each Purchaser acknowledges its transfer agent and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)all DTC fees associated with such issuance.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Ener-Core Inc.), Securities Purchase Agreement (Ener-Core Inc.)
Legends. Certificates, including, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form(a) Purchaser understands that, until such time as they are not required the Shares have been sold pursuant to a registration statement or the Shares may be sold pursuant to Rule 144 under Section 4.1(c): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF the Securities Act (“Rule 144”) without any restriction as to the number of securities as of a particular date that can then be immediately sold, the book entry notations evidencing the Shares may bear one or more legends in substantially the following form and substance: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. THE SECURITIES LAWS AND THE SECURITIES ISSUABLE HAVE BEEN ISSUED IN RELIANCE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS LAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM, OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL NOT SUBJECT TO, SUCH REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOINGACT AND SUCH OTHER APPLICABLE LAWS.”
(b) The Company agrees that at such time as such legend is no longer required under this Section, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIESit will, no later than three business days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a certificate representing Shares and if such Shares are certificated, issued with a restrictive legend, together with such representations and covenants of such Purchaser or such Purchaser’s executing broker as the Company may reasonably require in connection therewith, deliver or cause to be delivered to such Purchaser a book entry position representing such shares that is free from any legend referring to the Securities Act. The Company acknowledges and agrees that a Purchaser may from time shall not make any notation on its records or give instructions to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent any transfer agent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to enlarge the restrictions on transfer set forth in this Section. Certificates for Shares subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Purchasers by crediting the account of such Purchaser’s prime broker with the Depository Trust Company. All costs and expenses related to the removal of the legends and the reissuance of any Shares shall be borne by the Company.
(c) The Company shall cause the restrictive legend set forth in this section above to be removed by the Company’s transfer agent and the Company shall issue a certificate or book entry position without such restrictive legend or any other restrictive legend to the holder of the applicable shares upon which it is stamped or issue to such holder by electronic delivery with the applicable balance account at the Depository Trust Company (“DTC”) or in physical certificated shares, if appropriate, if (i) such Shares are registered for resale under the Securities Act (provided that, if the Purchaser is selling pursuant to an effective registration statement registering the Shares for resale, the Purchaser agrees to only sell such Shares during such time that such registration statement is effective and such Purchaser is not aware or has not been notified by the Company that such registration statement has been withdrawn or suspended, and only as permitted by such registration statement); (ii) such Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an affiliate of the Company); or (iii) such Shares are eligible for sale without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner- of-sale restrictions. Subject to receipt of such representations, and covenants as are contemplated hereby, following Rule 144 becoming available for the resale of the Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to the Shares and without volume or manner-of-sale restrictions, the Company shall issue to the Company’s transfer agent the instructions with respect to legend removal consistent with this Section 4.1(a)and shall cause such transfer agent to remove such legend. Any fees (with respect to the transfer agent, the Company’s counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company; provided, however, that the Purchaser shall be responsible for the costs of the Purchaser’s counsel and advisors.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Orgenesis Inc.), Securities Purchase Agreement (Orgenesis Inc.)
Legends. Certificates, including, if applicable, book entry statements with the Transfer Agent, evidencing The Buyer understands that until such time as the Securities shall have been registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of the such time as they are not required under Section 4.1(cSecurities): “NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO (WHICH COUNSEL SHALL BE SELECTED BY THE COMPANY AND ITS TRANSFER AGENT HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” The legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or the Buyer provides a customary legal opinion letter of its counsel to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company acknowledges shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Buyer agrees that to sell all Securities, including those represented by a Purchaser may certificate(s) from time to time pledgewhich the legend has been removed, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgeeapplicable prospectus delivery requirements, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)if any.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Home Bistro, Inc. /NV/), Securities Purchase Agreement (Home Bistro, Inc. /NV/)
Legends. CertificatesEach of the SRM Shareholders understand that the shares of the Company’s common stock that comprise the Exchange Consideration , including, if applicable, book entry statements with until such time as the Transfer Agent, evidencing Exchange Consideration have been registered under the Securities shall Act or may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Exchange Consideration may bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of the certificates for such time as they are not required under Section 4.1(cExchange Consideration): “NEITHER THESE SECURITIES THE ISSUANCE NOR SALE OF THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HAVE REPRESENTED BY THIS CERTIFICATE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO (WHICH COUNSEL SHALL BE SELECTED BY THE COMPANY AND ITS TRANSFER AGENT COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. THE SALE OR TRANSFER OF THE SECURITIES ACTREPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A LEAK OUT AGREEMENT DATED NOVEMBER 24, 2020, BETWEEN THE ISSUER AND THE STOCKHOLDER LISTED ON THE FACE HEREOF. NOTWITHSTANDING A COPY OF SUCH AGREEMENT IS ON FILE AT THE FOREGOINGPRINCIPAL OFFICE OF THE ISSUER AND WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH LOCK UP AGREEMENT.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Exchange Share upon which it is stamped, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledgeif, and/or grant a security interest in, some or all of the legended Securities in connection with unless otherwise required by applicable state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (a) the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible Exchange Consideration are registered for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement sale under Rule 424(b)(3) of an effective registration statement filed under the Securities Act or other applicable provision otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Exchange Consideration may be made without registration under the Securities Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. Each of the Securities Act SRM Shareholders agrees to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees thatsell all Exchange Consideration, except as otherwise provided in Section 4.1(c), any Securities subject to including those represented by a pledge or security interest as contemplated by this Section 4.1(bcertificate(s) shall continue to bear from which the legend set forth has been removed, in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)compliance with applicable prospectus delivery requirements, if any.
Appears in 2 contracts
Sources: Stock Exchange Agreement (Vinco Ventures, Inc.), Stock Exchange Agreement (Jupiter Wellness, Inc.)
Legends. Certificates, including, The Investor understands that the Shares are characterized as “restricted securities” under the 1933 Act. The Investor further acknowledges that if applicable, book entry statements the Shares are issued to the Investor in accordance with the Transfer Agentprovisions of this Agreement, evidencing such Shares may not be resold without registration under the Securities shall bear any legend Act or the existence of an exemption therefrom. The Investor represents that it is familiar with Rule 144 promulgated under the 1933 Act, as required presently in effect, and understands the resale limitations imposed thereby and by the “blue sky” laws of any state and 1933 Act. Investor acknowledges that the certificate(s) representing the Shares shall each conspicuously set forth on the face or back thereof a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR : THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES ISSUABLE AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TRANSFEROR TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOINGSUCH EFFECT, THE SECURITIES SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR FINANCING ARRANGEMENT OTHER LOAN SECURED BY THE SUCH SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all any legend required by the “blue sky” laws of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel any state to the pledgee, secured party or pledgor shall be required in connection with extent such laws are applicable to the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default securities represented by the Purchaser transferee of the pledge. No notice shall be required of certificates with such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)legend.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Sunhydrogen, Inc.), Securities Purchase Agreement (Sunhydrogen, Inc.)
Legends. CertificatesThe Buyer understands that until such time as the Note, includingCommitment Shares, if applicableand/or Conversion Shares have been registered under the 1933 Act or may be sold pursuant to Rule 144, book entry statements with Rule 144A under the Transfer Agent1933 Act, evidencing Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities shall may bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cSecurities): “NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO (WHICH COUNSEL SHALL BE SELECTED BY THE COMPANY AND ITS TRANSFER AGENT HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” The legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(m) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company acknowledges shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Buyer agrees that to sell all Securities, including those represented by a Purchaser may certificate(s) from time to time pledgewhich the legend has been removed, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loanapplicable prospectus delivery requirements, if any. Such a pledge would not be subject to approval or consent of In the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges event that the Company shall does not accept the opinion of counsel (which may be responsible for any pledges relating to, or the grant of any security interest in, any of Legal Counsel Opinion) provided by the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At Buyer with respect to the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party transfer of Securities may reasonably request in connection with a pledge or transfer of the Securitiespursuant to an exemption from registration, including the preparation and filing of any required prospectus supplement under such as Rule 424(b)(3) of the Securities Act 144, Rule 144A, Regulation S, or other applicable provision exemption at the Deadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)Note.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Clean Energy Technologies, Inc.), Securities Purchase Agreement (Clean Energy Technologies, Inc.)
Legends. CertificatesThe Buyer understands that the certificates or other instruments representing the shares of Seller's Common Stock and, includinguntil such time as the sale of the shares of Seller's Common Stock have been registered under the 1933 Act, if applicablethe stock certificates representing the shares of Seller's Common Stock, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, ASSIGNED OR ASSIGNED (I) OTHERWISE DISPOSED OF IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROMOF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A TRANSACTION FORM AND CONTENT REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH OR APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges legend set forth above shall be removed and agrees that the Seller shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with applicable shares of Seller's Common Stock, upon which it is stamped, if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent (i) the sale of the Company and no legal opinion shares of legal counsel to Seller's Common Stock is registered under the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent sale transaction, such holder provides the Seller with an opinion of counsel, in form and substance reasonably acceptable to the Seller, to the effect that a public sale, assignment, transfer or foreclosure following default by the Purchaser transferee other disposition of the pledge. No notice shall shares of Seller's Common Stock may be required of made without registration under the 1933 Act, or (iii) such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges Seller with evidence satisfactory to the Seller that the Company shall not shares of Seller's Common Stock can be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under sold pursuant to Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)144.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Pro Tech Communications Inc), Stock Purchase Agreement (NCT Group Inc)
Legends. Certificates, including, if applicable, book entry statements with The Buyer understands that the Transfer Agent, evidencing certificates or other instruments representing the Securities and, until the earlier of (i) effectiveness of a resale registration statement covering the Common Shares and (ii) six (6) months after the date on which the Buyer purchased the Securities from the Company, shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): NEITHER THESE SECURITIES NOR THE ISSUANCE AND SALE OF THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF DIRECTLY OR INDIRECTLY, ONLY (A) AN EFFECTIVE REGISTRATION STATEMENT FOR TO THE SECURITIES UNDER THE SECURITIES ACT OR COMPANY, (B) AN AVAILABLE EXEMPTION FROM, OR IF THE SECURITIES HAVE BEEN REGISTERED IN A TRANSACTION NOT SUBJECT TO, COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL PROVIDED THAT THE HOLDER HAS FURNISHED TO THE COMPANY REASONABLE ASSURANCES, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION 3 UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES. THE COMPANY AGREES TO REMOVE SUCH LEGENDS UPON THE EARLIER TO OCCUR OF THE (I) EFFECTIVENESS OF A RESALE REGISTRATION STATEMENT COVERING THE COMMON SHARES AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SIX (6) MONTHS AFTER THE DATE ON WHICH THE BUYER PURCHASED THE SECURITIES ACT. NOTWITHSTANDING FROM THE FOREGOINGCOMPANY, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED WITHOUT FURTHER ACTION BY THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)HOLDER.
Appears in 2 contracts
Sources: Securities Purchase Agreement, Securities Purchase Agreement
Legends. CertificatesThe certificate representing the Commitment Shares and the certificated representing the Fee Shares, includingexcept as set forth below, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall each bear any legend as required by the “blue sky” laws of any state and a restrictive legend (“Legend”) in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificate): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. , OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND EITHER (A) THE SECURITIES COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE COMPANY, THAT SUCH SECURITIES MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY (B) SUCH SECURITIES ARE SOLD OR ELIGIBLE TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company Investor acknowledges and agrees that the Company was, at one time, a Purchaser may from “shell company” as defined in Rule 12b-2 under the Exchange Act. Pursuant to Rule 144(i) under the Securities Act, securities issued by a current or former shell company (such as the Securities) that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144 until one year after the date on which such company filed current “Form 10 information” (as defined in Rule 144(i)) with the SEC reflecting that it ceased being a shell company (and that, in the Company’s case, such Form 10 Information was filed on May 14, 2010), and provided that at the time of a proposed sale pursuant to time pledgeRule 144, and/or grant a security interest in, some the issuer is subject to the reporting requirements of section 13 or all 15(d) of the legended Securities Exchange Act and has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports. As a result, shares issued without legend may need to be returned to have such legend affixed to them in connection with applicable securities laws, pursuant the event that the Registration Statement is not effective and the Company ceases to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval the reporting requirements of section 13 or consent 15(d) of the Company Exchange Act or fails to file a required report, subject to legend removal once a Legend Removal Condition has again been met. Investor acknowledges the need to place such legend on any shares transferred by Investor otherwise than pursuant to an effective registration under the Securities Act or pursuant to Rule 144 and its agreement to do so pursuant to Section 2.5 hereof, subject to legend removal once a Legend Removal Condition has been met. Notwithstanding the foregoing and for the avoidance of doubt, all Shares to be issued in respect of any Put Notice delivered to the Investor pursuant to this Agreement shall be issued to the Investor in accordance with Section 2.3 by crediting the Investor’s or its designees’ account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, and all such Shares shall be transferable pursuant to the effective Registration Statement (and no legal opinion of legal counsel to the pledgee, secured party or pledgor stop-transfer order shall be required in connection with the pledgeplaced against transfer thereof), but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that and the Company shall not be responsible for take any pledges relating to, action or the grant of give instructions to any security interest in, any transfer agent of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees thatotherwise, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)6.9.
Appears in 2 contracts
Sources: Investment Agreement (Li3 Energy, Inc.), Investment Agreement (Li3 Energy, Inc.)
Legends. Certificates(i) Such Buyer understands that the certificates or other instruments representing the Notes and, includinguntil such time as the resale of the Conversion Shares have been registered under the 1933 Act, if applicablethe stock certificates representing the Conversion Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “"blue sky” " laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The At any time after the Public Company acknowledges Date, the legend set forth above shall be removed and agrees that the Company shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with upon which it is stamped or, if available, issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company ("DTC"), if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in a generally acceptable form, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the SecuritiesSecurities may be made without registration under the applicable requirements of the 1933 Act, including or (iii) the preparation Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A. The Company shall be responsible for the fees of its transfer agent and filing all DTC fees associated with such issuance.
(ii) At any time after the Public Company Date (as defined below), if the Company shall fail for any reason or for no reason to issue to the holder of the Securities within three (3) Trading Days (after the occurrence of any required prospectus supplement under Rule 424(b)(3of (i) through (iii) above (the initial date of such occurrence, the "Legend Removal Date"), a certificate without such legend to the holder or to issue such Securities to such holder by electronic delivery at the applicable balance account at DTC, and if on or after such Trading Day the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of such Securities that the holder anticipated receiving without legend from the Company (a "Buy-In"), then the Company shall, within three (3) Trading Days after the holder's request and in the holder's discretion, either (i) pay cash to the holder in an amount equal to the holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such unlegended Securities shall terminate, or (ii) promptly honor its obligation to deliver to the holder such unlegended Securities as provided above and pay cash to the holder in an amount equal to the excess (if any) of the Securities Act or other applicable provision Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Securities Act to appropriately amend Closing Bid Price (as defined in the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(bNotes) shall continue to bear on the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)Legend Removal Date.
Appears in 2 contracts
Sources: Securities Purchase Agreement, Securities Purchase Agreement (Inventergy Global, Inc.)
Legends. CertificatesUnless otherwise provided below, including, if applicable, book entry statements with the Transfer Agent, evidencing the each certificate -------- representing Registrable Securities shall will bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(clegend (the "Legend"): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. THE SECURITIES LAWS AND THE SECURITIES ISSUABLE HAVE BEEN ISSUED IN RELIANCE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SUCH OTHER SECURITIES LAWS LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR (II) UNLESS SOLD OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO RULE 144 AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. NOTWITHSTANDING THE FOREGOINGHOLDER OF THIS CERTIFICATE IS THE BENEFICIARY OF CERTAIN OBLIGATIONS OF THE COMPANY SET FORTH IN A PRIVATE EQUITY LINE OF CREDIT AGREEMENT BETWEEN UNITED VENTURES GROUP, INC. AND BOAT BASIN INVESTORS LLC DATED AUGUST __, 2000. A COPY OF THE SECURITIES PORTION OF THE AFORESAID AGREEMENT EVIDENCING SUCH OBLIGATIONS MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY OBTAINED FROM THE SECURITIESCOMPANY'S EXECUTIVE OFFICES. The Notwithstanding the foregoing, upon the execution and delivery hereof, the Company acknowledges is issuing to the transfer agent for its Common Stock (and agrees that a Purchaser to any substitute or replacement transfer agent for its Common Stock upon the Company's appointment of any such substitute or replacement transfer agent) instructions in substantially the form of Exhibit B hereto. Such instructions shall be irrevocable by the Company from and after the date hereof or from and after the issuance thereof to any such substitute or replacement transfer agent, as the case may be, except as otherwise expressly provided herein. It is the intent and purpose of such instructions, as provided therein, to require the transfer agent for the Common Stock from time to time pledge, and/or grant a security interest in, some or all upon transfer of Registrable Securities by the Investor to issue certificates evidencing such Registrable Securities free of the legended Securities Legend during the following periods and under the following circumstances and without consultation by the transfer agent with the Company or its counsel and without the need for any further advice or instruction or documentation to the transfer agent by or from the Company or its counsel or the Investor:
(a) at any time after the Effective Date, upon surrender of one or more certificates evidencing Common Stock that bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered; provided that (i) the Registration Statement shall then be effective; (ii) the 10.5 - 20 Investor confirms to the transfer agent that it has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with transaction to a bona fide margin loan. Such a pledge would third party that is not be subject to approval or consent an affiliate of the Company Company; and no legal opinion of legal counsel (iii) the Investor confirms to the pledgee, secured party or pledgor shall be required in connection transfer agent that the Investor has complied with the pledgeprospectus delivery requirement; and
(b) at any time upon any surrender of one or more certificates evidencing Registrable Securities that bear the Legend, but such legal opinion shall be required in connection with to the extent accompanied by a subsequent transfer or foreclosure following default by notice requesting the Purchaser transferee issuance of new certificates free of the pledge. No notice shall be required Legend to replace those surrendered and containing representations that (i) the Investor is permitted to dispose of such pledge, but Purchaser’s transferee shall promptly notify the Company Registrable Securities without limitation as to amount or manner of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement sale pursuant to Rule 144(k) under Rule 424(b)(3) of the Securities Act or (ii) the Investor has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Registrable Securities in a manner other applicable provision than pursuant to an effective registration statement, to a transferee who will upon such transfer be entitled to freely tradeable securities. Any of the Securities Act notices referred to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth above in this Section 4.1(b) and 9.1 may be subject sent by facsimile to the restrictions on Company's transfer set forth in Section 4.1(a)agent.
Appears in 2 contracts
Sources: Private Equity Line of Credit Agreement (Staruni Corp), Private Equity Line of Credit Agreement (Staruni Corp)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Notes and the Warrants and, includinguntil such time as the resale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, if applicablethe stock certificates representing the Conversion Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS [CERTIFICATE] NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SELECTED BY THE HOLDER AND REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY AND ITS TRANSFER AGENT COMPANY, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that counsel reasonably acceptable to the Company shall not (with ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ deemed to be responsible for any pledges relating toreasonably acceptable to the Company) in a form reasonably acceptable to the Company, or to the grant of any security interest ineffect that such sale, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) the Securities Act can be sold, assigned or transferred pursuant to appropriately amend Rule 144 or Rule 144A. The Company shall be responsible for the list fees of Selling Stockholders thereunder. Each Purchaser acknowledges its transfer agent and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)all DTC fees associated with such issuance.
Appears in 2 contracts
Sources: Securities Purchase Agreement, Securities Purchase Agreement (Comscore, Inc.)
Legends. CertificatesThe Buyer understands that until such time as the Note, includingCommitment Shares and/or Conversion Shares have been registered under the 1933 Act or may be sold pursuant to Rule 144, if applicableRule 144A under the 1933 Act, book entry statements with Regulation S, or other applicable exemption without any restriction as to the Transfer Agentnumber of securities as of a particular date that can then be immediately sold, evidencing the Securities shall may bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cSecurities): “NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO (WHICH COUNSEL SHALL BE SELECTED BY THE COMPANY AND ITS TRANSFER AGENT HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” applicable shares of Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(m) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company acknowledges shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Buyer agrees that to sell all Securities, including those represented by a Purchaser may certificate(s) from time to time pledgewhich the legend has been removed, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loanapplicable prospectus delivery requirements, if any. Such a pledge would not be subject to approval or consent of In the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges event that the Company shall does not be responsible for any pledges relating to, or accept the grant opinion of any security interest in, any of counsel provided by the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At Buyer with respect to the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party transfer of Securities may reasonably request in connection with a pledge or transfer of the Securitiespursuant to an exemption from registration, including the preparation and filing of any required prospectus supplement under such as Rule 424(b)(3) of the Securities Act 144, Rule 144A, Regulation S, or other applicable provision exemption at the Deadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)Note.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Code Green Apparel Corp), Securities Purchase Agreement (Code Green Apparel Corp)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Notes and the Warrants and, includinguntil such time as the resale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, if applicablethe stock certificates representing the Conversion Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “"blue sky” " laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL FORM REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY AND ITS TRANSFER AGENT COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC (as defined below), unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in a generally acceptable form, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) such holder provides the Company with reasonable assurance that the Securities Act may be sold, assigned or transferred pursuant to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge Rule 144 or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).Rule 144A.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Wentworth Energy, Inc.), Securities Purchase Agreement (Wentworth Energy, Inc.)
Legends. Certificates, including(a) You acknowledge that the Purchased Securities and, if applicable, book the Underlying Securities may have attached to them, whether through the electronic deposit system of CDS, an ownership statement issued under a direct registration system or other electronic book-entry statements with system, or on certificates that may be issued, as applicable, any legends as may be prescribed by CDS in addition to, prior to the Transfer Agentexpiration of the applicable hold period, evidencing the a legend setting out resale restrictions under applicable Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend Laws in substantially the following formform and with the necessary information inserted: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, until such time THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE WILL BE INSERTED]." and if applicable under the policies of the TSXV, the additional legend as they are not required under Section 4.1(c): NEITHER THESE follows: "WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES NOR LEGISLATION, THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, HYPOTHECATED OR ASSIGNED (I) OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT CANADA OR TO OR FOR THE SECURITIES UNDER BENEFIT OF A CANADIAN RESIDENT UNTIL [THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees CLOSING DATE]" provided that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel subsequent to the pledgee, secured party or pledgor shall be required in connection with date which is four months and one day after the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expenseClosing Date, the Company will execute certificate or DRS advice representing the Purchased Securities and deliver such reasonable documentation as a pledgee or secured party of Underlying Securities may reasonably request in connection with be exchanged for a pledge certificate or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)DRS advice bearing no such legends.
Appears in 2 contracts
Sources: Subscription Agreement (Osisko Development Corp.), Subscription Agreement (Osisko Development Corp.)
Legends. Certificates, including(a) Subject to the provisions of this Section 4.4, if applicablethe Investor or any of its Affiliates decides to dispose of any of the Subject Securities, book entry statements with the Transfer Agent, evidencing each such party understands and agrees that it may do so only pursuant to an effective registration statement under the Securities shall bear any legend Act or pursuant to an exemption from registration under the Securities Act. The Investor agrees to the imprinting, so long as required by the “blue sky” laws appropriate, of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): legends on certificates representing any of the securities referenced in the preceding sentence: NEITHER THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR Stockholder Agreement EXERCISE OF THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR APPLICABLE ANY STATE SECURITIES LAWS. THE SECURITIES LAW, AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SUCH SECURITIES MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OTHERWISE DISPOSED OF (A) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER LAWS. THE SECURITIES ACT. NOTWITHSTANDING REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE FOREGOINGOTHER TERMS OF A STOCKHOLDER AGREEMENT, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIESDATED AS OF SEPTEMBER 15, 1999, AMONG PAXS▇▇ ▇▇▇MUNICATIONS CORPORATION, NATIONAL BROADCASTING COMPANY, INC., SECOND CRYS▇▇▇ ▇▇▇▇▇▇▇, ▇▇MITED PARTNERSHIP AND PAXS▇▇ ▇▇▇ERPRISES, INC. The Company acknowledges legend set forth above shall be removed if and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all when (i) the securities represented by such certificate are disposed of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement an effective registration statement under Rule 424(b)(3) of the Securities Act or other applicable provision (ii) the Investor delivers to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legends are no longer necessary.
(b) The Paxs▇▇ ▇▇▇ckholders agree to the imprinting of substantially the following legends on certificates representing any of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees thatPaxs▇▇ ▇▇▇res: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER TERMS OF A STOCKHOLDER AGREEMENT, except as otherwise provided in Section 4.1(c)DATED AS OF SEPTEMBER 15, any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)1999, AMONG PAXS▇▇ ▇▇▇MUNICATIONS CORPORATION, NATIONAL BROADCASTING COMPANY, INC., SECOND CRYS▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ITED PARTNERSHIP, AND PAXS▇▇ ▇▇▇ERPRISES, INC.
Appears in 2 contracts
Sources: Stockholder Agreement (Paxson Communications Corp), Stockholder Agreement (Paxson Lowell W)
Legends. Certificates(a) The Purchaser agrees to the imprinting, including, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend so long as is required by this Section 4.1, of a legend on any of the “blue sky” laws of any state and a restrictive legend Shares in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR : THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES ISSUABLE AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TRANSFEROR TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOINGSUCH EFFECT, THE SECURITIES SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR FINANCING ARRANGEMENT OTHER LOAN SECURED BY THE SUCH SECURITIES. .
(b) The Purchaser agrees with the Company acknowledges and agrees that a the Purchaser may from time will sell any Shares pursuant to time pledge, and/or grant a security interest in, some or all either the registration requirements of the legended Securities in connection with Act, including any applicable securities lawsprospectus delivery requirements, or an exemption therefrom, and that if Shares are sold pursuant to a bona fide margin agreement Registration Statement, they will be sold in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent the plan of the Company distribution set forth therein, and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any removal of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation restrictive legend from certificates representing Shares as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to 4.1 is predicated upon the restrictions on transfer set forth in Section 4.1(a)Company’s reliance upon this understanding.
Appears in 2 contracts
Sources: Share Purchase Agreement (Solarfun Power Holdings Co., Ltd.), Share Purchase Agreement (Hanwha Solar Holdings Co., Ltd.)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Notes and the Warrants and, includinguntil such time as the resale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, if applicablethe stock certificates representing the Conversion Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIESSECURITIES WITH A REGISTERED BROKER-DEALER OR A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with applicable upon which it is stamped, if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that a law firm reasonably acceptable to the Company shall not be responsible for any pledges relating to(with S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP being deemed acceptable), or in a reasonably acceptable form, to the grant of any security interest ineffect that such sale, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) such holder provides the Company with reasonable assurance that the Securities Act can be sold, assigned or transferred pursuant to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge Rule 144 or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).Rule 144A.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Us Dataworks Inc), Securities Purchase Agreement (Us Dataworks Inc)
Legends. CertificatesThe Buyer understands that until such time as the Note, includingand, if applicableupon conversion of the Note in accordance with its respective terms, book entry statements with the Transfer AgentConversion Shares, evidencing have been registered under the 1933 Act or may be sold pursuant to any applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities shall may bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of the certificates for such time as they are not required under Section 4.1(cSecurities): “NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO (WHICH COUNSEL SHALL BE SELECTED BY THE COMPANY AND ITS TRANSFER AGENT HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 AN APPLICABLE EXEMPTION UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” The legend set forth above shall be removed and the Company shall issue a certificate for the applicable shares of Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold; or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance herewith) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company acknowledges shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Buyer agrees that to sell all Securities, including those represented by a Purchaser may certificate(s) from time to time pledgewhich the legend has been removed, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loanapplicable prospectus delivery requirements, if any. Such a pledge would not be subject to approval or consent of In the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges event that the Company shall does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, under any applicable exemption at the Deadline (as defined in the Note), it will be responsible for any pledges relating to, or the grant considered an Event of any security interest in, any Default pursuant to Section 3 of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)Note.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Greater Cannabis Company, Inc.), Securities Purchase Agreement (Greater Cannabis Company, Inc.)
Legends. Certificates(a) Such Purchaser understands and agrees that each certificate or other document evidencing any of the Shares, including, if applicable, book entry statements Warrant Shares or Warrants shall be endorsed with the Transfer Agentlegend substantially in the form set forth below, evidencing and such Purchaser covenants that such Purchaser will not transfer such securities represented by any such certificate or document without complying with the restrictions on transfer described in the legend endorsed thereon (unless there is in effect a registration statement under the Securities shall bear any legend Act covering such proposed transfer, such securities have been sold under Rule 144 promulgated under the Securities Act ("Rule 144") or as required otherwise permitted by the “blue sky” laws provisions of Section 6.2 above) and understands that the Company will refuse to register a transfer of any state and a restrictive legend such securities unless the conditions specified in substantially the following form, until such time as they legend are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR satisfied: "THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES SHARES/WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. EXCEPT AS SPECIFIED IN THIS LEGEND, SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT OR UNLESS SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER IS OTHERWISE EXEMPT FROM REGISTRATION AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES COMPANY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN REQUEST A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL WRITTEN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT COMPANY, TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SUCH SALE OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIESTRANSFER."
(b) Such certificates shall not contain the above legend (i) following any sale of such Registrable Securities pursuant to an effective Registration Statement or Rule 144, or (ii) if the securities represented by such certificate are eligible for sale under Rule 144(k) and the Purchaser has requested removal of such legend. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all Following the effective date of the legended Securities in connection with applicable securities laws, pursuant to Registration Statement or at such earlier time as a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and legend is no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be longer required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expensecertain Shares, the Company will execute will, no later than three trading days following the delivery by a Purchaser to the Company or the Company's transfer agent of a legended certificate representing such Shares and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer properly completed and executed copy of the SecuritiesCertificate Regarding Resale of Common Stock in the form of Appendix E hereto (or a form of certification substantially similar), including deliver or cause to be delivered to such Purchaser a certificate representing such Shares that is free from all restrictive and other legends.
(c) Such Purchaser covenants that such Purchaser will not transfer the preparation and filing of securities represented by any required prospectus supplement such certificate without complying with any applicable requirements under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend deliver the list final prospectus included in the effective Registration Statement to any offeree of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)Registrable Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Icahn Carl C Et Al), Securities Purchase Agreement (Adventrx Pharmaceuticals Inc)
Legends. Certificates, including, if applicable, book entry statements with Such Investor understands that the Transfer Agent, evidencing certificates representing the Securities Ordinary Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend legends in substantially the following form, until forms (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cshare certificates or any Ordinary Shares held electronically in book-entry with the Company’s transfer agent): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (II) OTHERWISE UNTIL SIX MONTHS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING THEREOF AND THE CLOSING DATE, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. NO HEDGING TRANSACTION CAN BE CONDUCTED WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED BY THE SECURITIES ACT. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE (AND NON-U.S., AS APPLICABLE) SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACTLAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Such investor understands that the legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with applicable Ordinary Shares upon which it is stamped, if, unless otherwise required by state securities laws, (i) such Ordinary Shares (x) are registered for resale pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject an effective registration statement under the Securities Act and (y) are resold pursuant to approval such registration statement or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent sale, assignment or other transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of pursuant to Rule 144, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any a law firm reasonably acceptable to the Company, in a form reasonably acceptable to the Company, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including the preparation and filing of any required prospectus supplement under may be made in compliance with Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)144.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Enlivex Therapeutics Ltd.), Securities Purchase Agreement
Legends. Certificates, including, if applicable, book entry statements with (a) The Purchaser understands the Transfer Agent, evidencing certificates representing the Securities shall Shares will bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of the certificates for such time as they are not required under Section 4.1(cShares): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOF THE UNITED STATES. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES SHARES MAY NOT BE SOLD, OFFERED FOR SALE, SOLDPLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER APPLICABLE SECURITIES UNDER THE SECURITIES ACT LAWS, OR (B) UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD THAT SUCH REGISTRATION IS NOT REQUIRED TO THE EXTENT THAT SUCH OPINION IS REQUIRED PURSUANT TO RULE 144 THAT CERTAIN STOCK PURCHASE AGREEMENT UNDER WHICH THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. SHARES WERE ISSUED.
(b) The Company acknowledges and agrees that a Purchaser may request that the Company remove, and the Company agrees to authorize the removal of any legend from time to time pledge, and/or grant a security interest in, some or all the Shares (i) following any sale of the legended Securities in connection with applicable securities laws, Shares pursuant to an effective registration statement or Rule 144, or (ii) if such Shares are eligible for sale under Rule 144(k). Following the time a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of legend is no longer required for the Shares hereunder, the Company and will, no legal opinion of legal counsel to later than fifteen (15) Business Days following the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default delivery by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify to the Company or the Company’s transfer agent of any a legended certificate representing such subsequent transfer Shares, deliver or foreclosurecause to be delivered to such Purchaser a certificate representing such Shares that is free from all restrictive and other legends. Each If unlegended certificates are not delivered to such Purchaser acknowledges that within such fifteen (15) Business Day period, the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any pay such Purchaser liquidated damages in an amount equal to 1.0% of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer aggregate Purchase Price of the Securities, including Shares evidenced by such certificate for each 30-day period (or portion thereof) beyond such fifteen (15) Business Days that the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)unlegended certificates have not been so delivered.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Memory Pharmaceuticals Corp), Stock Purchase Agreement (Memory Pharmaceuticals Corp)
Legends. Certificates, including, if applicable, book entry statements with Such Buyer understands that the Transfer Agent, evidencing certificates or other instruments representing the Securities and, until the earlier of (i) effectiveness of a resale registration statement covering the Common Shares and (ii) six (6) months after the date on which such Buyer purchased the Securities from the Company, shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): NEITHER THESE SECURITIES NOR THE ISSUANCE AND SALE OF THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF DIRECTLY OR INDIRECTLY, ONLY (A) AN EFFECTIVE REGISTRATION STATEMENT FOR TO THE SECURITIES UNDER THE SECURITIES ACT OR COMPANY, (B) AN AVAILABLE EXEMPTION FROM, OR IF THE SECURITIES HAVE BEEN REGISTERED IN A TRANSACTION NOT SUBJECT TO, COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL PROVIDED THAT THE HOLDER HAS FURNISHED TO THE COMPANY REASONABLE ASSURANCES, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES. THE COMPANY AGREES TO REMOVE SUCH LENGENDS UPON THE EARLIER TO OCCUR OF THE (I) EFFECTIVENESS OF A RESALE REGISTRATION STATEMENT COVERING THE COMMON SHARES AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SIX (6) MONTHS AFTER THE DATE ON WHICH SUCH BUYER PURCHASED THE SECURITIES ACT. NOTWITHSTANDING FROM THE FOREGOINGCOMPANY, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED WITHOUT FURTHER ACTION BY THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)HODLER.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cerecor Inc.), Securities Purchase Agreement
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Notes, includingand until such time as the resale of the Conversion Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, if applicablethe stock certificates representing the Conversion Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with applicable upon which it is stamped, if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that a law firm reasonably acceptable to the Company shall not be responsible for any pledges relating to(with ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP being deemed acceptable), or in a generally acceptable form, to the grant of any security interest ineffect that such sale, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) such holder provides the Company with reasonable assurance that the Securities Act can be sold, assigned or transferred pursuant to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge Rule 144 or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).Rule 144A.
Appears in 2 contracts
Sources: Securities Purchase Agreement (International Assets Holding Corp), Securities Purchase Agreement (Ista Pharmaceuticals Inc)
Legends. Certificates, including, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall The Lender understands and agrees that each Note issued pursuant to this Agreement may bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR legend. THIS SECURED CONVERTIBLE TERM PROMISSORY NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES ISSUABLE AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT THIS NOTE HAS BEEN REGISTERED FOR THE SECURITIES UNDER SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) THIS NOTE MAY BE SOLD PURSUANT TO RULE 144, OR (BIII) THE BORROWER HAS RECEIVED AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS IT THAT SUCH TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACTACT OF 1933, AS AMENDED. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company Lender acknowledges and agrees that the issuance of a Purchaser certificate or certificates without restrictive legend for, or deposit with the Depositary Trust Company via book-entry of, any shares of Common Stock that may from time to time be issued upon conversion of the Notes is predicated upon the Company’s reliance that the holder of such shares would sell, transfer, assign, pledge, and/or grant a security interest in, some hypothecate or all otherwise dispose of such shares pursuant to either the registration requirements of the legended Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if such shares are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein. Lender acknowledges that the foregoing representations, warranties and covenants will be relied upon by the Company, the Company’s transfer agent, and by the Company’s counsel in delivering an opinion to such transfer agent, in connection with applicable securities lawsnot including restrictive legends on the certificates representing the shares, in order to facilitate the sale of the shares pursuant Rule 144 or an effective registration statement. The foregoing representations and covenants of Lender do not imply any period of time that Lender will hold any shares of Common Stock issuable to a bona fide margin agreement Lender in compliance accordance with a bona fide margin loan. Such a pledge would Section 2.2(e) of this Agreement, and any shares of Common Stock issuable to Lender in accordance with Section 2.2(e) of this Agreement shall (i) not contain any restrictions on transfer and (ii) either be subject to approval an effective resale registration statement or consent of the Company and no legal opinion of legal counsel be eligible for resale to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of public pursuant to Rule 144 without any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)limitation.
Appears in 2 contracts
Sources: Loan and Security Agreement (Acelrx Pharmaceuticals Inc), Loan and Security Agreement (Acelrx Pharmaceuticals Inc)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Series A Stock and the Warrants and, includinguntil such time as the resale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act, if applicablethe stock certificates representing the Conversion Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with applicable upon which it is stamped, if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any a law firm reasonably acceptable to the Company, in a generally acceptable form, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) such holder provides the Company with reasonable assurance that the Securities Act can be sold, assigned or transferred pursuant to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)Rule 144.
Appears in 2 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (EnterConnect Inc), Securities Purchase Agreement (EnterConnect Inc)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Notes, includingPurchased Shares and the Warrants and, if applicableuntil such time as the resale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, book entry statements with the Transfer Agentstock certificates representing the Conversion Shares and the Warrant Shares, evidencing the Securities except as set forth below, shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE][EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 144(K) UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES; PROVIDED, HOWEVER THAT ANY TRANSFER OF THE SECURITIES PURSUANT TO SUCH PLEDGE ARRANGEMENT MUST COMPLY WITH THE FOREGOING. The legend set forth above shall be removed and the Company acknowledges shall issue a certificate without such legend to the holder of the Securities upon which it is stamped, if, unless otherwise required by state securities laws, (i) such Securities are registered for resale under the 1933 Act; provided, that each Buyer has complied with or covenants and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all it will comply with the prospectus delivery requirements of the legended Securities 1933 Act as applicable to it in connection with applicable securities laws, sales of such Securities pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgeeregistration statement, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by other transfer, such holder provides the Purchaser transferee Company with an opinion of counsel, in a generally acceptable form, to the effect that such legend is not required under applicable requirements of the pledge. No notice shall be required of 1933 Act, or (iii) such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges with reasonable assurance that the Company shall not Securities can be responsible for any pledges relating tosold, assigned or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under transferred pursuant to Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a144(k).
Appears in 2 contracts
Sources: Securities Purchase Agreement (Microvision Inc), Securities Purchase Agreement (Microvision Inc)
Legends. Certificates, including, if applicable, book entry statements with the Transfer Agent, evidencing the Securities (a) The Shares shall bear any legend as required by the “blue sky” laws of any state and be placed in a restrictive class bearing a restrictive legend in substantially similar to the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR following: THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE ANY STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES THEY MAY NOT BE SOLD OR OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR AS TO THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS LAW OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL AN EXEMPTION FROM SUCH REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS ISSUER THAT SUCH OFFER, SALE OR OTHER TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER OTHERWISE COMPLIES WITH THE SECURITIES ACTACT AND ANY APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOINGAdditionally, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges during the Lock-up Period (as defined below), the Lock-up Shares (as defined below) will also bear the restrictive legend in substantially the following form (and agrees that a Purchaser stop-transfer order may from time to time pledge, and/or grant a security interest in, some or all be placed against transfer of the legended Lock-up Shares): THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THESE SECURITIES IS SUBJECT TO THE TERMS AND CONDITIONS OF AN ASSET PURCHASE AGREEMENT DATED FEBRUARY 5, 2024, BETWEEN IMMUNOME, INC. AND A▇▇▇▇ PHARMACEUTICALS, INC..
(b) Purchaser shall be entitled to place appropriate legends on the book entries or certificates evidencing any shares of Purchaser Common Stock to be received in the Transactions by Seller to the extent Seller may be considered an “affiliate” of Purchaser for purposes of Rules 144 and 145 under the Securities Act, reflecting the restrictions set forth in Rules 144 and 145 and to issue appropriate stop transfer instructions to the transfer agent for Purchaser Common Stock.
(c) Subject to receipt from Seller by Purchaser and Purchaser’s transfer agent (the “Transfer Agent”) of customary representations and other documentation reasonably acceptable to Purchaser and the Transfer Agent in connection with applicable securities lawstherewith, Purchaser shall remove any legend from the book entry position evidencing the Shares issued hereunder and Purchaser will, if required by the Transfer Agent, use its commercially reasonable efforts to cause an opinion of Purchaser’s counsel be provided, in a form reasonably acceptable to the Transfer Agent, to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, (i) following the time the Resale Registration Statement is declared effective, or (ii) if such Shares have been sold pursuant to Rule 144 or any other applicable exemption from the registration requirements of the Securities Act. If restrictive legends are no longer required for such Shares pursuant to the foregoing, Purchaser shall, in accordance with the provisions of this Section 3.5(c) and within two (2) Trading Days of any request therefor from Seller accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions to make a bona fide margin agreement new, unlegended entry for such book entry Shares. Notwithstanding the foregoing, (A) Purchaser shall not be obligated to remove or cause to be removed the Lock-up Legend from the Lock-up Shares prior to the expiration of the Lock-up Period, and (B) promptly following the one (1) year anniversary of the Closing, Purchaser shall remove any legend from the book entry position evidencing the Shares. Seller agrees with Purchaser that Seller will only sell Shares in accordance with either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Shares are sold pursuant to the Resale Registration Statement, they will be sold in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent the plan of the Company distribution set forth therein, and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any removal of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation restrictive legend from certificates representing Shares as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)3.5 is predicated upon Purchaser’s reliance upon this understanding.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Immunome Inc.), Asset Purchase Agreement (Ayala Pharmaceuticals, Inc.)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Notes and the Warrants and the stock certificates representing the Conversion Shares and the Warrant Shares, includingexcept as set forth below, if applicable, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend as required by the “"blue sky” " laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(ccertificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN] THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT ISSUER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO TO, AND IN ACCORDANCE WITH, RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, SUBJECT TO COMPLIANCE WITH APPLICABLE SECURITIES LAWS, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SECURITIES PURCHASE AGREEMENT (NOTES AND WARRANTS), DATED AS OF NOVEMBER 8, 2006, BY AND AMONG MARITIME LOGISTICS US HOLDINGS INC., THE BUYERS LISTED THEREIN AND AEROBIC CREATIONS, INC. PURSUANT TO THAT CERTAIN JOINDER AGREEMENT, DATED AS OF NOVEMBER 8, 2006, AND AN INTERCREDITOR AGREEMENT BY AND BETWEEN LAW DEBENTURE TRUST COMPANY OF NEW YORK, ON BEHALF OF THE HOLDER OF THIS NOTE AND OF THE OTHER NOTES, AND FORTRESS CREDIT CORP. AS AGENT (OR ANY SUCCESSOR OR REPLACEMENT AGENT), DATED AS OF NOVEMBER 8, 2006 (AS THE SAME MAY BE AMENDED, SUPPLEMENTED, RESTATED, NOVATED OR REPLACED (INCLUDING IN CONNECTION WITH REPLACEMENT SENIOR FINANCING) FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT"). The Company acknowledges legend set forth above shall be removed and agrees that ShellCo shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities upon which it is stamped or, in connection with the case of Conversion Shares or Warrant Shares, issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company ("DTC"), if, unless otherwise required by state securities laws, (i) such Securities are registered for resale under the 1933 Act, provided that (A) upon receipt of notice from ShellCo that the applicable registration statement is not, or no longer is effective in respect of the resale of such Securities, the Holder will not transfer such Securities (other than pursuant to a bona fide margin agreement clauses 2(g)(ii) or 2(g)(iii) below) until ShellCo notifies the Holder that the applicable registration statement becomes effective (again), and (B) the Holder hereby agrees to indemnify severally and not jointly and hold ShellCo harmless against any claim of securities laws violations in compliance with a bona fide margin loan. Such a pledge would not be subject respect of any such transfer (from and after the date the Holder receives the first notice described in Section 2(g)(i)(A) above through the date on which such Holder receives the second notice described in Section 2(g)(i)(A) above) by such Holder of any Security as to approval or consent of the Company and no legal opinion of legal counsel to the pledgeewhich such legend has been removed, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by other transfer, such holder provides ShellCo with an opinion of counsel reasonably satisfactory to ShellCo, in a generally acceptable form, to the Purchaser transferee of the pledge. No notice shall be required of effect that such pledgesale, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities 1933 Act and that such legend is no longer required, or other applicable provision of (iii) such holder provides ShellCo with assurances reasonably acceptable to ShellCo that the Securities Act can be sold, assigned or transferred pursuant to appropriately amend Rule 144 or Rule 144A, and such Holder delivers the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any legended Securities subject to a pledge ShellCo or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on ShellCo's transfer set forth in Section 4.1(a)agent.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Aerobic Creations, Inc.), Securities Purchase Agreement (Aerobic Creations, Inc.)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Preferred Shares and the Warrant Shares and, includinguntil such time as the resale of the Conversion Shares, if applicablethe Common Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, book entry statements with the Transfer Agentstock certificates representing the Conversion Shares, evidencing the Securities Common Shares and Warrant Shares, except as set forth below, shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with applicable upon which it is stamped, if, unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in a generally acceptable form, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) such holder provides the Company with reasonable assurance that the Securities Act can be sold, assigned or transferred pursuant to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(aRule 144(k).
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cano Petroleum, Inc), Securities Purchase Agreement (Cano Petroleum, Inc)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Purchased Shares and the Warrants and, includinguntil such time as the resale of the Purchased Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, if applicablethe stock certificates representing the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO SELECTED BY THE COMPANY AND ITS TRANSFER AGENT HOLDER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate or book entry statement for the without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with upon which it is stamped or issue to such holder by electronic delivery at the applicable securities lawsbalance account at The Depository Trust Company (“DTC”), pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of if (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in a generally acceptable form, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the SecuritiesSecurities may be made without registration under the applicable requirements of the 1933 Act, including or (iii) the preparation Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A. The Company shall be responsible for the fees of its transfer agent and filing of any required prospectus supplement under Rule 424(b)(3) all DTC fees associated with such issuance. If the Company shall fail to cause the transfer agent to issue to the holder of the Securities Act within two (2) Trading Days (as defined in the Warrants) after the occurrence of any of (i) through (iii) above , a certificate without such legend to such holder or other to issue such Securities to such holder by electronic delivery at the applicable provision balance account at DTC, and if on or after such Trading Day the holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the holder of such Securities Act that the holder anticipated receiving without legend from the Company, then the Company shall promptly honor its obligation to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject deliver to the restrictions on holder such unlegended Securities as provided above and pay cash to the holder in the amount if any, by which (x) the holder’s total purchase price (including brokerage commissions, if any) for the Common Shares so purchased, exceeds (y) the amount obtained by multiplying (1) such number of Common Shares, times (2) the price at which the sell order giving rise to such purchase obligation was executed, The Company shall be responsible for the fees of its transfer set forth in Section 4.1(a)agent and all DTC fees associated with such issuance.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Solidion Technology Inc.), Securities Purchase Agreement (Solidion Technology Inc.)
Legends. CertificatesIf the Initial Commitment Shares are issued prior to the Effective Date, includingthe certificate(s) representing the Initial Commitment Shares, if applicableexcept as set forth below, book entry statements with the Transfer Agent, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificate(s)): NEITHER THESE SECURITIES NOR THE OFFER AND SALE OF THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges Notwithstanding the foregoing and agrees that a Purchaser may from time for the avoidance of doubt, all Shares to time pledge, and/or grant a security interest in, some or all be issued in respect of any Draw Down Notice delivered to the legended Securities in connection with applicable securities laws, Investor pursuant to a bona fide margin agreement this Agreement, the Initial Commitment Shares, if such Initial Commitment Shares are issued on or after the Effective Date, and any Additional Commitment Shares issued after the Effective Date shall be issued to the Investor in compliance accordance with a bona fide margin loan. Such a pledge would not Section 3.5 and Section 10.1(ii), as applicable, by crediting the Investor’s or its designees’ account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, and all such Shares and Additional Commitment Shares (if any) shall be subject to approval or consent of the Company freely tradable and transferable and without restriction on resale (and no legal opinion of legal counsel to the pledgee, secured party or pledgor stop-transfer order shall be required in connection with the pledgeplaced against transfer thereof), but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that and the Company shall not be responsible for take any pledges relating to, action or the grant of give instructions to any security interest in, any transfer agent of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)otherwise.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Sanwire Corp), Common Stock Purchase Agreement
Legends. CertificatesEach Buyer understands that the certificates or other instruments representing the Special Warrants and the Warrants and, includinguntil such time as the resale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, if applicablethe stock certificates representing the Conversion Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT HOLDER, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).
Appears in 2 contracts
Sources: Transaction Agreement (Magnetar Financial LLC), Transaction Agreement (Workstream Inc)
Legends. CertificatesSuch Investor understands that the book-entry or other instruments representing the New Warrants and, includinguntil such time as the resale of the New Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, if applicablethe book-entry representing the New Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cNew Warrant Shares): [NEITHER THESE SECURITIES THE ISSUANCE AND SALE OF THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES INTO WHICH THIS SECURITY ARE EXERCISABLE HAVE BEEN BEEN] [THIS SECURITY HAS NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, PLEDGED OR ASSIGNED ONLY (I) IN THE ABSENCE OF (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (BII) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OF 1933, AS AMENDED, INCLUDING RULE 144 UNDER SAID ACT, IN ACCORDANCE EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED AND, IN CASE OF (II) OTHER THAN PURSUANT TO RULE 144, IF REQUESTED BY A LEGAL THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACTACT OF 1933, AS AMENDED. NOTWITHSTANDING THE FOREGOING, AFTER THE DATE THAT IS 180 DAYS FROM ISSUANCE, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).
Appears in 2 contracts
Sources: Warrant Amendment and Plan of Reorganization Agreement (Marrone Bio Innovations Inc), Warrant Exchange Agreement (Marrone Bio Innovations Inc)
Legends. CertificatesThe Buyer understands that until such time as the Note and/or Conversion Shares, includinghave been registered under the 1933 Act or may be sold pursuant to Rule 144, if applicableRule 144A under the 1933 Act, book entry statements with Regulation S, or other applicable exemption without any restriction as to the Transfer Agentnumber of securities as of a particular date that can then be immediately sold, evidencing the Securities shall may bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cSecurities): “NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO (WHICH COUNSEL SHALL BE SELECTED BY THE COMPANY AND ITS TRANSFER AGENT HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” The legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(l) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company acknowledges shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Buyer agrees that to sell all Securities, including those represented by a Purchaser may certificate(s) from time to time pledgewhich the legend has been removed, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loanapplicable prospectus delivery requirements, if any. Such a pledge would not be subject to approval or consent of In the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges event that the Company shall does not be responsible for any pledges relating to, or accept the grant opinion of any security interest in, any of counsel provided by the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At Buyer with respect to the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party transfer of Securities may reasonably request in connection with a pledge or transfer of the Securitiespursuant to an exemption from registration, including the preparation and filing of any required prospectus supplement under such as Rule 424(b)(3) of the Securities Act 144, Rule 144A, Regulation S, or other applicable provision exemption at the Deadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)Note.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Liberty Star Uranium & Metals Corp.), Securities Purchase Agreement (Liberty Star Uranium & Metals Corp.)
Legends. Certificates, including, if applicable, book entry statements with Investor understands that until such time as the Transfer Agent, evidencing Settlement Shares have been registered under the Securities shall Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act, Regulation A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, such securities may bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(csecurities): “NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO (WHICH COUNSEL SHALL BE SELECTED BY THE COMPANY AND ITS TRANSFER AGENT HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. .” The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate or book entry statement for the applicable shares of common stock without such legend to time pledgethe holder upon which it is stamped or (as requested by such holder) issue the applicable shares of common stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), and/or grant a security interest inif, some or all of the legended Securities in connection with unless otherwise required by applicable state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but (a) such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible security is registered for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement sale under Rule 424(b)(3) of an effective registration statement filed under the Securities Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation A, Regulation S, or other applicable provision exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or Investor provides the an opinion of counsel to the effect that a public sale or transfer of such security may be made without registration under the Securities Act Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. Investor agrees to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees thatsell all such securities, except as otherwise provided in Section 4.1(c), any Securities subject to including those represented by a pledge or security interest as contemplated by this Section 4.1(bcertificate(s) shall continue to bear from which the legend set forth has been removed, in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)compliance with applicable prospectus delivery requirements, if any.
Appears in 2 contracts
Sources: Settlement Agreement (Raadr, Inc.), Settlement Agreement (Raadr, Inc.)
Legends. Certificates(a) This Warrant and each certificate evidencing the Shares (and the securities issuable, includingdirectly or indirectly, upon conversion of the Shares, if applicable, book entry statements any) shall be imprinted with the Transfer Agent, evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR : THIS WARRANT AND THE SECURITIES SHARES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT PURSUANT TO THE PROVISIONS OF ARTICLE 5, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS. LAW, OR UNLESS SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION CAN BE MADE IN COMPLIANCE WITH RULE 144 OF THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION ACT, OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALEUNLESS, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND ITS RESALE, INCLUDING A MARKET STAND-OFF PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING, OR FOR A LONGER PERIOD IF THE ISSUER’S TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED IS NOTIFIED BY THE SECURITIES. The ISSUER OR THE ISSUER’S COUNSEL THAT THIS MARKET STAND-OFF RESTRICTION HAS BEEN EXTENDED FOR THE PURPOSE OF COMPLYING WITH APPLICABLE LAW.
(b) Notwithstanding the foregoing, neither this Warrant nor any certificate or instrument evidencing this Warrant or the Shares shall bear, and the Company acknowledges and hereby agrees to remove, within ten (10) days of any written request (together with such evidence or documentation described in the following provisions) by Holder, pursuant to the following provisions of this Section 5.2(b), or not to affix, as applicable, any restrictive or other legend, notice or provision restricting the sale or transfer of this Warrant or the Shares, in each case provided that Holder has provided reasonable evidence to the Company (including any customary broker’s or transferring stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clause (D) below) that: (A) a Purchaser may from time transfer of this Warrant or the Shares, as applicable, has been made pursuant to time pledge, and/or grant a security interest in, some or all SEC Rule 144 (assuming the transferor is not an “affiliate” (as defined in SEC Rule 144) of the legended Securities Company); (B) the Warrant or the Shares, as applicable, are then eligible for transfer pursuant to SEC Rule 144 promulgated under the Act (“Rule 144”); (C) a transfer of this Warrant or the Shares has been made for no consideration to an affiliate of Holder or any assignee or purchaser of Holder’s or its affiliate’s rights under the Credit Agreement or any interest or participation therein or has otherwise been made to any affiliate of Holder who is an “accredited investor” as defined in Regulation D, and that is otherwise in compliance with all applicable securities laws; or (D) in connection with any other sale or transfer, provided that upon the request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form to the Company, to the effect that either such sale or transfer may be made without registration under the applicable securities lawsrequirements of the Act or that such a legend, pursuant notice or provision is not required by, and is not required in order to a bona fide margin agreement in establish compliance with a bona fide margin loanany provisions of, the Act. Such a pledge would not be subject to approval or consent For all purposes of the Company and no legal opinion of legal counsel to the pledgeeSection 1.4, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or deemed to have delivered to Holder Shares unless and until the grant of any security interest in, any Company shall have fully complied with all of the Securities or for any agreement, understanding or arrangement between any Purchaser terms and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party conditions of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b5.2(b) shall continue to bear the legend set forth (if removal has been requested by Holder in compliance with this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a5.2(b)).
Appears in 2 contracts
Sources: Warrant Agreement (TELA Bio, Inc.), Warrant Agreement (TELA Bio, Inc.)
Legends. Certificates(1) Such Buyer understands that, includinguntil two (2) years after the original issuance date of the Notes and the Warrants, any certificate evidencing such Notes and any certificate evidencing such Warrant (and all securities issued in exchange therefor or in substitution thereof, other than Common Stock, if any, issued upon conversion thereof (in the case of a Note) or upon exercise thereof (in the case of a Warrant), which shall bear the legend set forth in Section 2(g)(2) of this Agreement, if applicable, book entry statements with the Transfer Agent, evidencing the Securities ) shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR : THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACTAN EXEMPTION THEREFROM. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that a Purchaser may from time place the following legend on any Warrant or Note, as appropriate, held by or transferred to time pledge, and/or grant a security interest in, some or all an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the legended Company: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The legends set forth above shall be removed and the Company shall issue a new Note or Warrant, as appropriate, of like tenor and aggregate principal amount or number of shares, as appropriate, and which shall not bear the restrictive legends required by this Section 2(g)(1), (i) if such Notes or Warrants, as appropriate, are registered for resale under the Securities in connection with applicable securities laws, Act and are transferred or sold pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgeesuch registration, secured party or pledgor shall be required in connection with the pledge(ii) if, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of sale transaction, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that counsel reasonably acceptable to the Company shall not be responsible for any pledges relating toto the effect that a public sale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the SecuritiesNotes or Warrants, including as appropriate, may be made without registration under the preparation and filing Securities Act, or (iii) upon expiration of any required prospectus supplement the two-year period under Rule 424(b)(3144(k) of the Securities Act (or other applicable provision any successor rule) if the holder of the Securities has not been an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) during the preceding three (3) months.
(2) Such Buyer understands that any stock certificate representing Conversion Shares or Warrant Shares shall bear a legend in substantially the following form (unless (i) such Conversion Shares or Warrant Shares have been transferred or sold pursuant to an effective registration statement, (ii) such Conversion Shares or Warrant Shares, as appropriate, have been transferred or sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act, (iii) such Conversion Shares or Warrants Shares, as appropriate, may be transferred pursuant to Rule 144(k) under the Securities Act, or (iv) unless otherwise agreed by the Company in writing with written notice to the transfer agent): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THE SECURITIES. The Company may instruct the transfer agent to place the following legend on any certificate evidencing shares of Common Stock held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The legends set forth above shall be removed and the Company shall issue the relevant Securities without such legends to the holder of the Securities upon which it is stamped, (i) if such Securities are registered for resale under the Securities Act and are transferred or sold pursuant to such registration, (ii) if, in connection with a sale transaction, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a public sale, assignment or transfer of the Securities may be made without registration under the Securities Act, or (iii) upon expiration of the two-year period under Rule 144(k) of the Securities Act to appropriately amend (or any successor rule) if the list holder of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees the Securities has not been an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) during the preceding three (3) months.
(3) Such Buyer understands that, except in the event Rule 144(k) as otherwise provided in Section 4.1(cpromulgated under the Securities Act (or any successor rule) is amended to change the two-year or three-month periods under Rule 144(k) (or the corresponding periods under any successor rule), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b(i) shall continue to bear the legend set forth each reference in this Section 4.1(bSections 2(g)(1) and 2(g)(2) of this Agreement to "two (2) years" or the "two-year period" and to "three (3) months" shall be subject deemed for all purposes of this Agreement to be references to such changed period or periods, and (ii) all corresponding references in the Notes and Warrants shall be deemed for all purposes to be references to the restrictions on transfer set forth in Section 4.1(a)changed period or periods, provided that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Champps Entertainment Inc/ Ma), Securities Purchase Agreement (Rockford Corp)
Legends. CertificatesSuch Buyer understands that the certificates or other instruments representing the Notes and the Warrants and, includinguntil such time as the resale of the Conversion Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, if applicablethe stock certificates representing the Conversion Shares and the Warrant Shares, book entry statements with the Transfer Agentexcept as set forth below, evidencing the Securities shall bear any legend as required by the “"blue sky” " laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROMOPINION OF COUNSEL, OR IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REQUIRED UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company acknowledges and agrees that shall issue a Purchaser may from time certificate without such legend to time pledge, and/or grant a security interest in, some or all the holder of the legended Securities in connection with upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC (as defined below), unless otherwise required by state securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of (i) such Securities are registered for resale under the Company and no legal opinion of legal counsel to the pledgee1933 Act, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in a generally acceptable form, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the Securities, including Securities may be made without registration under the preparation and filing of any required prospectus supplement under Rule 424(b)(3) applicable requirements of the Securities Act 1933 Act, or other applicable provision of (iii) such holder provides the Company with reasonable assurance that the Securities Act can be sold, assigned or transferred pursuant to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge Rule 144 or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).Rule 144A.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Genesis Biopharma, Inc), Securities Purchase Agreement (China VoIP & Digital Telecom Inc.)
Legends. Certificates, including, if applicable, book entry statements with 2.8.1 The Warrant Agent acknowledges that the Transfer Agent, evidencing Warrants and Warrant Shares have not been and will not be registered under the U.S. Securities Act or under any United States state Securities Laws. Each Warrant Certificate originally issued for the benefit or account of a U.S. Purchaser and each Warrant Certificate issued in exchange therefor or in substitution thereof shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially or be deemed to bear the following form, until legend or such variations thereof as the Corporation may prescribe from time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR to time: “THIS WARRANT AND THE SECURITIES ISSUABLE DELIVERABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 1933 ACT”), OR APPLICABLE STATE SECURITIES LAWSLAWS OF THE UNITED STATES. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES THIS WARRANT MAY NOT BE OFFERED EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR SALETHE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF ONLY (A) AN EFFECTIVE REGISTRATION STATEMENT FOR TO THE SECURITIES UNDER THE SECURITIES ACT CORPORATION, OR (B) AN AVAILABLE EXEMPTION FROM, OR OUTSIDE THE UNITED STATES IN A TRANSACTION NOT SUBJECT TO, ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE REGISTRATION REQUIREMENTS OF THE SECURITIES 1933 ACT AND IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE SECURITIES CANADIAN LOCAL LAWS OR BLUE SKY LAWS AND REGULATIONS. “UNITED STATES” AND “U.S. PERSON” ARE AS EVIDENCED DEFINED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 REGULATION S UNDER THE SECURITIES 1933 ACT. NOTWITHSTANDING THE FOREGOING.” provided that, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges and agrees that if the Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S, the legend may be removed by the transferor providing a Purchaser declaration to the Warrant Agent in the form set forth in Schedule “C” or as the Warrant Agent or the Corporation may prescribe from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loantime. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor The Warrant Agent shall be required entitled to request any other documents that it may require in connection accordance with its internal policies for the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee removal of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth above.
2.8.2 Notwithstanding any other provisions of this Indenture, in this Section 4.1(b) processing and be subject registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the restrictions on transfer set forth compliance by any transferor or transferee with the terms of the legend contained in Section 4.1(a)2.8.1, or with the relevant Securities Laws or regulations, including, without limitation, Regulation S of the Securities Act, and the Warrant Agent shall be entitled to assume that all transfers are legal and proper.
Appears in 2 contracts
Sources: Warrant Indenture (Amaya Gaming Group Inc.), Warrant Indenture (Amaya Gaming Group Inc.)
Legends. Certificates, including, if applicable, book entry statements with the Transfer Agent, evidencing The Buyer understands that the Securities are “restricted securities” under applicable federal and state securities laws and that certificates or other instruments representing Securities except as set forth below, shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until form (and a stop-transfer order may be placed against transfer of such time as they are not required under Section 4.1(cstock certificates): [NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN BEEN] [THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A FINRA REGISTERED BROKER/DEALER OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The No later than two days on which the principal Trading Market (as defined below) is open (“Trading Days”) following the delivery by the Buyer to the Company acknowledges and agrees that or its transfer agent of a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended certificate representing Securities in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance issued with a bona fide margin loan. Such a pledge would not restrictive legend (such date, the “Legend Removal Date”), such legend shall be subject to approval or consent of removed and the Company and no legal opinion of legal counsel shall issue a certificate without such legend to the pledgeeBuyer or issue to the Buyer such Securities by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), secured party or pledgor shall be if such Securities are DTC-eligible at such time, if (i) such Securities are registered for resale under the 1933 Act and the holder has provided the Company with such documents as are reasonably required by the Company in connection with the pledgeremoval of the legend, including but such legal opinion shall be required not limited to the Buyer’s representation letter indicating an intent to sell, (ii) in connection with a subsequent transfer sale, assignment or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of other transfer, such pledge, but Purchaser’s transferee shall promptly notify holder provides the Company with an opinion of any counsel, in a generally acceptable form, to the effect that such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating tosale, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge assignment or transfer of the SecuritiesSecurities may be made without registration under the applicable requirements of the 1933 Act, (iii) the Securities can be sold, assigned or transferred pursuant to Rule 144 without restriction or limitation, including without the preparation requirement to be in compliance with Rule 144(c)(1), or Rule 144A, or (iv) if such legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations and filing pronouncements issued by the SEC). The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance. If the Company shall fail for any required prospectus supplement under Rule 424(b)(3reason or for no reason to issue to such Buyer, a certificate without such legend to such holder or to issue to such Buyer such Securities by electronic delivery at the applicable balance account at DTC, if such Securities are DTC-eligible at such time, on or before the applicable Legend Removal Date, and if after such Legend Removal Date such Buyer purchases (in an open market transaction or otherwise) Securities to deliver in satisfaction of a sale by such Buyer of all or any portion of the Securities that the holder anticipated receiving without legend from the Company, then the Company shall, within five Trading Days after such Buyer’s request and in such Buyer’s discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions, if any) for the Securities so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such unlegended Securities shall terminate, or (ii) promptly honor its obligation to deliver to such Buyer such unlegended Securities as provided above and pay cash to such Buyer in an amount equal to the excess (if any) of the Securities Act or other applicable provision Buy-In Price over the product of (A) such number Securities, times (B) any trading price of the Securities Act selected by such Buyer in writing as in effect at any time during the period beginning on the applicable Legend Removal Date and the date the Company makes the applicable cash payment. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance. The Company shall issue irrevocable instructions to appropriately amend its transfer agent, and any subsequent transfer agent, in a form mutually acceptable to the list of Selling Stockholders thereunderCompany and each Buyer (the “Irrevocable Transfer Agent Instructions”). Each Purchaser acknowledges The Company represents and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject warrants that no (x) instruction other than the Irrevocable Transfer Agent Instructions referred to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b2(g) and (y) instructions that are contradictory therewith, in each case, will be subject given by the Company to its transfer agent in connection with this Agreement, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the restrictions on transfer set forth extent provided in this Agreement and the other Transaction Documents and applicable law. The Company acknowledges that a breach by it of its obligations under this Section 4.1(a2(g) will cause irreparable harm to the Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 2(g) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 2(g), that the Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Medicine Man Technologies, Inc.), Securities Purchase Agreement (Medicine Man Technologies, Inc.)
Legends. CertificatesUnless otherwise provided below, including, if applicable, book entry statements with the Transfer Agent, evidencing the each certificate representing Registrable Securities shall will bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(clegend (the "Legend"): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. THE SECURITIES LAWS AND THE SECURITIES ISSUABLE HAVE BEEN ISSUED IN RELIANCE UPON CONVERSION OR EXERCISE OF THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SUCH OTHER SECURITIES LAWS LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR (II) UNLESS SOLD OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO RULE 144 AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. NOTWITHSTANDING THE FOREGOINGHOLDER OF THIS CERTIFICATE IS THE BENEFICIARY OF CERTAIN OBLIGATIONS OF THE COMPANY SET FORTH IN A STOCK PURCHASE AGREEMENT, DATED AS OF _______ __, _______. A COPY OF THE SECURITIES PORTION OF THE AFORESAID AGREEMENT EVIDENCING SUCH OBLIGATIONS MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY OBTAINED FROM THE SECURITIESISSUER'S EXECUTIVE OFFICES. The As soon as practicable after the execution and delivery hereof, but in any event within five (5) Trading Days hereafter, the Company acknowledges shall issue to the transfer agent for its Common Stock (and agrees that to any substitute or replacement transfer agent for its Common Stock upon the Company's appointment of any such substitute or replacement transfer agent) instructions in substantially the form of Exhibit F hereto, with a Purchaser copy to the Investor. Other than as required as a result of change in law, such instructions shall be irrevocable by the Company from and after the date hereof or from and after the issuance thereof to any such substitute or replacement transfer agent, as the case may be, except as otherwise expressly provided in the Registration Rights Agreement. It is the intent and purpose of such instructions, as provided therein, to require the transfer agent for the Common Stock from time to time pledge, and/or grant a security interest in, some or all upon transfer of Registrable Securities by the Investor to issue certificates evidencing such Registrable Securities free of the legended Legend during the following periods and under the following circumstances and without consultation by the transfer agent with the Company or its counsel and without the need for any further advice or instruction or documentation to the transfer agent by or from the Company or its counsel or the Investor:
(a) At any time after the applicable Effective Date, upon surrender of one or more certificates evidencing Common Stock that bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered; provided that (i) the applicable Registration Statement shall then be effective and (ii) if reasonably requested by the transfer agent the Investor confirms to the transfer agent that the Investor has transferred the Registrable Securities in connection with applicable securities laws, pursuant to such Registration Statement and has complied with the prospectus delivery requirement.
(b) At any time upon any surrender of one or more certificates evidencing Registrable Securities that bear the Legend, to the extent accompanied by a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent notice requesting the issuance of new certificates free of the Company Legend to replace those surrendered and no legal opinion of legal counsel containing representations that the Investor is permitted to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required dispose of such pledge, but Purchaser’s transferee shall promptly notify the Company Registrable Securities without limitation as to amount or manner of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of sale pursuant to Rule 144(k) under the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)Act.
Appears in 2 contracts
Sources: Stock Purchase Agreement (American Water Star Inc), Stock Purchase Agreement (Integrated Technology Group)
Legends. Certificates, including, if applicable, book entry statements Affiliate also understands and agrees that stop transfer instructions will be given to Parent's transfer agent with the Transfer Agent, respect to certificates evidencing the Securities shall bear any legend as required by Parent Stock Affiliate may acquire pursuant to the “blue sky” laws of any state Merger and a restrictive legend that there will be placed on the certificate evidencing the Parent Stock Affiliate may acquire pursuant to the Merger legends stating in substantially the following form, until such time as they are not required under Section 4.1(c): NEITHER THESE SECURITIES NOR substance: "THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWSAPPLIES. THE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGED, EXCHANGED, TRANSFERRED OR ASSIGNED (I) OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AND THE OTHER CONDITIONS SPECIFIED IN THAT CERTAIN COMPANY AFFILIATE AGREEMENT DATED MAY , 2001 AMONG TIMBER, INC., SEQUOIA, INC. AND THE SHAREHOLDER, A COPY OF WHICH AFFILIATE AGREEMENT WILL BE MAILED TO THE HOLDER HEREOF WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT OF WRITTEN REQUEST THEREFOR." After the Expiration Date, Parent agrees to remove the above legend, and replace such legend with the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED, EXCHANGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION THE REQUIREMENTS OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOINGACT OF 1933, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The Company acknowledges AS AMENDED." Parent agrees to remove promptly such stop transfer instructions and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all legend by delivery of substitute certificates without such legend upon (i) the transfer of the legended Securities in connection with applicable securities laws, Parent Stock represented by such certificate pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing of any required prospectus supplement registration statement under Rule 424(b)(3) of the Securities Act or other in accordance with the applicable provision provisions of Rule 145 under the Securities Act (including, without limitation, paragraph (d) thereof), (ii) the expiration of the restrictive period set forth in Rule 145(d), or (iii) the delivery by Affiliate to Parent of a copy of a letter from the staff of the Commission, or an opinion of counsel in form and substance reasonably satisfactory to Parent, to the effect that such legend is not required for purposes of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a)Act.
Appears in 2 contracts
Sources: Affiliate Agreement (Triquint Semiconductor Inc), Affiliate Agreement (Sawtek Inc \Fl\)