Restrictions on Disposition of Shares. Each of the Shareholders, severally and not jointly, covenants and warrants that the shares received are acquired for his, her, or its own account and not with the present view towards the distribution thereof and he, she, or it will not dispose of such shares except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) in any other transaction which, in the opinion of counsel, acceptable to the Purchaser, is exempt from registration under the Securities Act of 1933, as amended, or the rules and regulations of The Securities and Exchange Commission thereunder. In order to effectuate the covenants of this sub-section 6.1., an appropriate endorsement will be placed upon each of the certificates of common stock of the Purchaser at the time of distribution of such shares by the Company pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for the securities.
Appears in 1 contract
Sources: Stock for Stock Acquisition Agreement (Global Seafood Technologies Inc)
Restrictions on Disposition of Shares. Each of the Shareholders, severally The Shareholders covenant and not jointly, covenants and warrants warrant that the shares of Acquiror received are acquired for his, her, or its their own account and not with the present view towards the distribution thereof thereof. Shareholders further covenant and he, she, or it warrant and that they will not dispose of such the respective shares of Acquiror Common Stock except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) in any other transaction which, in the opinion of counsel, acceptable to the PurchaserAcquiror, is exempt from registration under the Securities Act of 1933, as amended, or the rules and regulations of The the Securities and Exchange Commission thereunder. In order to effectuate the covenants of this sub-section 6.1.section, an appropriate endorsement will be placed upon each of the certificates of common stock of the Purchaser Acquiror Common Stock at the time of distribution of such shares by the Company Acquiror pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for the securities.
Appears in 1 contract
Sources: Merger Agreement (Ishopper Com Inc)