Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement. (b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Aquatic Cellulose International Corp), Securities Purchase Agreement (Aquatic Cellulose International Corp)
Transfer Restrictions. Notwithstanding any other provision --------------------- of this Agreement, including (awithout limitation) The the provisions of Exhibit A, no New Stockholder shall (i) pledge, hypothecate or encumber any Securities; (ii) sell, assign, transfer, or otherwise dispose of or convey ("Transfer") any Securities, or any right, title or interest therein, except in compliance with the Securities may only Act and all applicable state securities laws or (iii) Transfer any Securities, or any right, title or interest therein except for sales of Securities expressly permitted by and in compliance with this Agreement, including (without limitation) Subsection 4.2 and Section 10. Any attempt to Transfer, pledge, hypothecate or encumber Securities, or any right, title or interest therein, not in compliance with this Agreement shall be disposed of --------------------- null and void, and the Company shall not give effect to any such attempted transaction or Transfer. Any Securities Transferred pursuant to the terms and requirements of this Agreement shall be Transferred free and clear of all mortgages, liens, pledges, charges and security interests or encumbrances, or any obligations or liabilities in connection therewith. Each New Stockholder, on the execution and delivery of this Agreement, agrees that such New Stockholder will not Transfer any Securities prior to delivery to the Company of an effective registration statement under opinion of counsel in form and substance satisfactory to the Company with respect to compliance with the Securities Act, to the Company or pursuant to an available exemption from or in until a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or with respect to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities ActAct has become effective. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described All transferees of Securities will be bound by this Agreement in the immediately preceding sentence, hereby consents same manner and to the same extent as the transferor and agrees prior to register on the books of any Transfer must deliver to the Company and the Stockholders a written undertaking to be and become so bound. Upon completion of any Transfer in compliance with this Agreement, the transferee shall become a Stockholder and entitled to the rights hereunder which may be duly and validly assigned to such transferee. A New Stockholder may transfer Securities to a Permitted Transferee provided that such transferee executes a written undertaking to be and becomes bound by this Agreement in the same manner and to the same extent as the transferring New Stockholder; and provided further, that prior to the consummation of any transfer agent for the securities of the Company any transfer of Securities by transaction in which a Purchaser Permitted Transferee ceases to be an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with New Stockholder, such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies Permitted Transferee shall reconvey all Securities to the Company that it is an "accredited investor" as defined in Rule 501(a) under transferring New Stockholder and the Securities Act and that it is acquiring the Securities solely for investment purposes (will remain subject to this Agreement. A Permitted Transferee may not subsequently transfer the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms Securities, except transfers of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Securities back to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Sectiontransferring New Stockholder.
Appears in 2 contracts
Sources: Stockholders Agreement (Afc Enterprises Inc), Stockholders Agreement (Afc Enterprises Inc)
Transfer Restrictions. Subject to Section 2.2(b), unless approved by a majority of the Independent Directors, Investor shall not, and shall not permit any of the Investor Parties to, sell or otherwise transfer or agree to transfer (aeach of the foregoing, a “Transfer”), directly or indirectly, any shares of Common Stock that are held directly or indirectly by Investor or any of the other Investor Parties if, immediately after giving effect to such Transfer, the Person that acquires such Common Stock (other than any underwriter acting in such capacity in an underwritten public offering of such shares) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Actwould, together with its Affiliates, to the actual knowledge (“Knowledge”) of the transferor Beneficially Own more than ten percent (10%) of the then-outstanding Common Stock. A transferor shall be deemed to have Knowledge of any transferee’s Beneficial Ownership of Common Stock if the transferor has actual knowledge of the identity of the transferee and such Beneficial Ownership has been, at the time of the agreement to transfer, publicly disclosed in accordance with Section 13 of the Exchange Act. The limitations in Section 2.2(a) shall not apply, and any Investor Party may Transfer freely: to any Person (including any Affiliate of Investor) if such Person (A) has executed and delivered to the Company a Transferee Agreement (as defined below), and (B) has provided the Company with a certificate containing the representations set forth on Exhibit D of the Investment Agreement (or, to the extent necessitated by the organizational structure of the party providing such certificate, a certificate substantially similar to such Exhibit D) as modified to allow such Transferee to own stock or other equity interests in a tenant of the Company or pursuant its Subsidiaries to an available exemption from the extent such ownership would not result in (i) the Company or any of its REIT Subsidiaries other than GGP-Natick Trust or GGP Ivanhoe, Inc. recognizing more than $1 million of “related party rent” each year or (ii) GGP-Natick Trust or GGP Ivanhoe, Inc. recognizing more than $100,000 of “related party rent” each year; to one or more underwriters or initial purchasers acting in their capacity as such in a manner not intended to circumvent the restrictions contained in 2.2(a); in a sale in the public market, in accordance with Rule 144, including the volume and manner of sale limitations set forth therein; in any Merger Transaction (other than a transaction not subject to the registration requirements contemplated by Section 2.2(b)(v) below) or transaction contemplated by clause (iii) of the Securities Act, definition of Change of Control (A) in which (in either case) no Investor Party is the acquiror or part of the acquiring group or is proposed to be combined with the Company and (B) that has been approved by the Board and a majority of the stockholders (it being understood that this clause (iv) does not affect the agreement of the parties under Sections 1.1(e) and (f)); in connection with a tender or exchange offer that (A) is not solicited by any Investor Party (unless such transaction was approved in accordance with Section 2.1(b)(ii)) and in compliance which all holders of Common Stock are offered the opportunity to sell shares of Common Stock and (B) complies with any applicable federal and state securities laws. In , including Rule 14d-10 promulgated under the Exchange Act; and in connection with any transfer bona fide mortgage, encumbrance, pledge or hypothecation of Securities other than pursuant capital stock to an effective registration statement or a financial institution in connection with any bona fide loan. No Transfer under Section 2.2(b)(i) shall be valid unless and until a Transferee Agreement has been executed by the Transferee and delivered to the Company, except as otherwise set forth herein, . For the Company may require the transferor thereof to provide to the Company purpose of this Agreement a “Transferee Agreement” executed by a Transferee means an opinion of counsel selected by the transferor, agreement substantially in the form and substance of which opinion shall be this Agreement or in such other form as is reasonably satisfactory to the CompanyCompany except that: notwithstanding Section 1.1(c), in connection with any stockholder meeting or consent solicitation relating to the effect that such transfer does not require registration election of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books members of the Company and with any transfer agent for Board, such Transferee may vote the securities shares of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company Common Stock that it is an "accredited investor" as defined Beneficially Owns in Rule 501(a) under the Securities Act favor of one director candidate in its sole and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement absolute discretion and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor regarding any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at director candidates in such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commissionelection must vote in proportion to Votes Cast;(5). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 2 contracts
Sources: Stock Purchase Agreement (General Growth Properties Inc), Stock Purchase Agreement (General Growth Properties Inc)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable state and federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company, except as otherwise set forth hereinCompany or to an Affiliate of a Purchaser, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring As a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books condition of the Company and with any transfer agent for the securities of the Company any transfer of Securities by other than a Purchaser transfer made in connection with sales made pursuant to an Affiliate of such Purchaser a registered offering or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies sales made to the Company that it is an "accredited investor" as defined in public pursuant to Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such 144, any transferee shall agree in writing to be bound by the terms Sections 4.1 and 4.7 of this Agreement Agreement, and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement; provided, however that such transferee shall only have rights as a Purchaser under this Agreement if (i) such transferee is not a competitor of the Company or any of its Subsidiaries and (ii) either (A) such transferee is an Affiliate of the transferor, (B) such transferee acquires all of the outstanding Securities held by such Purchaser as of the date of such transfer, or (C) in the case of ComVest, to no more than six (6) transferees that have at least one (1) member in common with ComVest. The Company acknowledges and agrees that Pequot is acting as agent for one or more parallel funds which are Affiliates of Pequot with respect to the purchase of certain Securities hereunder. In the event that Securities are issued to Pequot pursuant to this Agreement, Pequot may transfer any such Securities to such parallel funds which are Affiliates, in each case subject to compliance with the other terms and conditions of this Agreement.
(b) The Purchasers agree Each Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b4.1(b), of a legend on any of the Securities in the following legend on the Securitiesform: NEITHER THESE SECURITIES THIS SECURITY NOR THE SECURITIES ANY SECURITY INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] IT IS CONVERTIBLE OR FOR WHICH IT IS EXERCISABLE HAVE 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"”), AND, ACCORDINGLY, NOR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS SECURITY NOR ANY SECURITY INTO WHICH IT IS CONVERTIBLE OR FOR WHICH IT IS EXERCISABLE MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OF THEM UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY. Underlying COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT.
(c) Certificates evidencing the Common Shares and Warrant Shares shall not contain any legend (including the legend set forth above nor in Section 4.1(b)), (i) following a sale of such Common Shares or Warrant Shares pursuant to an effective registration statement (including the Registration Statement), or (ii) following any other legend sale of such Common Shares or Warrant Shares pursuant to Rule 144, or (iii) if the conversion such Common Shares or Warrant Shares are eligible for sale under Rule 144(k); provided, however, that in each of Debentures instances (ii) through (iii) above, (A) each Purchaser shall have provided representations that such Purchaser is permitted to dispose of such Common Shares and/or Warrant Shares without limitation as to amount or the exercise manner of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective sale pursuant to Rule 144 under the Securities Act or, if there is not then an effective Underlying and (B) such certificates evidencing the Common Shares Registration Statement, at such time as such and/or Warrant Shares shall have been surrendered along with a notice requesting removal of any legend is not required under applicable requirements and requesting the issuance of new certificates free of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission)legend to replace those surrendered. The Company shall cause its counsel to issue the a legal opinion included in the Transfer Agent Instructions to to, or otherwise instruct, the Company's ’s transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company promptly after receipt of a certificate or certificates representing such Underlying Shares, issued request for legend removal in accordance with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any this Section 4.1(c) if required by the Company’s transfer agent to effect the removal of the Company which enlarge the restrictions of transfer set forth in this Sectionlegend hereunder.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Sequenom Inc), Securities Purchase Agreement (Sequenom Inc)
Transfer Restrictions. (ai) The Securities This Warrant and the Warrant Shares may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, transferor to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities this Warrant and the Warrant Shares by a Purchaser the Holder to an Affiliate (as defined in Rule 405 under the Securities Act) of such Purchaser the Holder or to one or more funds or managed accounts under common management with such PurchaserHolder, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities Warrant and the Warrant Shares solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(bii) The Purchasers agree to Warrant Shares issued while there is not an effective registration statement covering the imprinting, so long as is required resale by this Section 3.1(b), the Holder of the Warrant Shares (a "Registration Statement") or while the Holder may not resell such Warrant Shares pursuant to Rule 144(k) under the Securities Act shall be issued with the following legend on the Securitieslegend: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED LAWS. HOWEVER, 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 SECURED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTSECURITIES.
(iii) Notwithstanding anything to the contrary contained herein, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Warrant Shares shall not contain issued when there is an effective Registration Statement, or at a time when the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case Holder may be, occurs at any time while an Underlying resell such Warrant Shares Registration Statement is effective under Rule 144(k) under the Securities Act orAct, if there is not then an effective Underlying Shares Registration Statement, at such time as or when such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff Staff of the Commission). The Company ) shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Datebe issued free of all restrictions and other legends. The Company agrees that, that following the Effective Datedate on which a Registration Statement is first declared effective by the Securities and Exchange Commission and the date on which Warrant Shares may be resold under 144(k), it will, no later than three Trading Days five trading days following the delivery by a Purchaser Holder to the Company of a certificate or certificates representing such Underlying Shares, any Warrant Shares issued with a restrictive legend, deliver to such Purchaser Holder certificates representing such Underlying Warrant Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 2 contracts
Sources: Securities Agreement (E Digital Corp), Securities Agreement (E Digital Corp)
Transfer Restrictions. (a) The Investors covenant that the Securities may will only be disposed of --------------------- pursuant to an effective registration statement under under, and in compliance with the requirements of, the Securities Act, to the Company Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any such legal opinion, except to the extent that the transfer agent for the securities of the Company requests such legal opinion, any transfer of Securities by a Purchaser an Investor to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accountsInvestor, provided that the transferee makes customary representations to Company and certifies to the Company that it is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act and provided that it is acquiring such Affiliate does not request any removal of any existing legends on any certificate evidencing the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementSecurities.
(b) The Purchasers agree to Such Investor understands that the imprintinginstruments representing the Convertible Notes and the stock certificates representing the Conversion Shares until such time as the resale of the Conversion Shares have been registered and sold under the Securities Act, so long shall bear any legend as is required by this Section 3.1(b), the “blue sky” laws of any state and a restrictive legend in substantially the following legend on the Securities: form (and a stop-transfer order may be placed against transfer of such stock certificates): NEITHER THESE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] CONVERTIBLE HAVE BEEN REGISTERED WITH UNDER THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES COMMISSION MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF ANY STATE IN RELIANCE UPON (A) AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), ANDOR (B) IF REASONABLY REQUESTED BY THE COMPANY, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYCOMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. Underlying Shares shall not contain the The legend set forth above nor any other shall be removed and the Company shall issue a certificate without such legend if to the conversion of Debentures or the exercise holder of the WarrantsSecurities upon which it is stamped, as the case may beif, occurs at any time while unless otherwise required by state securities laws, (i) such Securities have been registered and sold pursuant to an Underlying Shares Registration Statement is effective registration statement under the Securities Act oror (ii) in connection with a sale, if there is not then an effective Underlying Shares Registration Statementassignment or other transfer, at the Company reasonably requests that such time as such legend is not required holder provide the Company with opinion of counsel reasonably acceptable to the Company that the sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionAct.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Vyyo Inc), Securities Purchase Agreement (Vyyo Inc)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in within the meaning of Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement (including, without limitation, that the provisions of Section 2.2 hereof shall apply to such transferee) and shall have the rights of a the Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of Warrants or other issuances of Underlying Shares as contemplated by the Warrants, as the case may be, Warrants occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if and provided that the conditions set forth in the Transfer Agent Instructions have been satisfied or in the event there is not then an effective Underlying Shares Registration Statement, Statement at such time as if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Dateday that such Registration Statement is declared effective by the Commission. The Company agrees that, following in the Effective Dateevent any Shares or Underlying Shares are issued with a legend in accordance with this Section 3.1(b), it will, no later than within three (3) Trading Days following the delivery after request therefor by a Purchaser to and the Company surrender by such Purchaser of the certificate representing the Shares or Underlying Shares, provide such Purchaser with a certificate or certificates representing such Shares or Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive such legend at such time as such legend would not have been required under this Section 3.1(b) had such issuance occurred on the date of such request and other legendsthat the conditions set forth in the Transfer Agent Instructions have been satisfied. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Fidelity Holdings Inc), Securities Purchase Agreement (Fidelity Holdings Inc)
Transfer Restrictions. (a) The 4.1 After the Closing, the Securities may only be resold, transferred, pledged or otherwise disposed of --------------------- in compliance with state and federal securities laws and pursuant to an effective registration statement statement, Rule 144 under the Securities Act (“Rule 144”) or pursuant to another applicable exemption from the registration requirements of the Securities Act, to the Company or pursuant to an available exemption from or in affiliate of Subscriber. As a transaction not subject to the registration requirements condition of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities (other than pursuant to an effective registration statement pursuant to Rule 144 or pursuant to another applicable exemption from the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion registration requirements of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing), the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Subscription Agreement and shall have the rights and obligations of a Purchaser Subscriber under this Agreement and the Registration Rights Agreement.
4.2 The Company acknowledges that the Securities may be pledged by Subscriber in connection with a bona fide margin agreement, provided that such pledge shall be pursuant to an available exemption from the registration requirements of the Securities Act or pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge of the Securities shall not be required to provide the Company with any notice thereof; provided, however, that neither the Company nor its counsel shall be required to take any action (bor refrain from taking any action) The Purchasers agree in connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Securities are not subject to any contractual lock up or prohibition on pledging, the form of such acknowledgment to be subject to review and comment by the Company in all respects.
4.3 Subject to applicable requirements of the Securities Act and the interpretations of the Commission thereunder and any requirements of the Company’s transfer agent, the Company shall use commercially reasonable efforts to ensure that instruments, whether certificated or uncertificated, evidencing the Securities shall not contain any legend (including the legend set forth in Section 4.4 below) (i) following any sale of such Securities pursuant to Rule 144, (ii) if such Securities are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, and in each case, Subscriber provides the Company with an undertaking to effect any sales or other transfers in accordance with the Securities Act, 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 Commission).
4.4 Subscriber agrees to the imprinting, so long as is required by this Section 3.1(b)4, of a legend on any of the Securities in the following legend on the Securitiesform: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE THIS SECURITY HAS 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"”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTLAWS.
4.5 Subscriber hereby acknowledges and agrees that it will not, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYand will cause each person acting at Subscriber’s direction or pursuant to any understanding with Subscriber to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act, in each case that result in Subscriber having a net short cash position in respect of the Securities until the Closing (or such earlier termination of this Subscription Agreement in accordance with its terms). Underlying Shares For the avoidance of doubt, nothing contained herein shall not contain prohibit Subscriber from (i) any purchase of securities by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its controlled affiliates in an open market transaction after the legend execution of this Subscription Agreement, or (ii) any sale (including the exercise of any redemption right) of securities of the Company (A) held by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its controlled affiliates prior to the execution of this Subscription Agreement or (B) purchased by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its controlled affiliates in an open market transaction after the execution of this Subscription Agreement. Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under common management with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the Transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering into any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above nor any other legend if shall only apply with respect to the conversion portion of Debentures or assets managed by the exercise portfolio manager that made the investment decision to purchase the Securities covered by this Subscription Agreement.
4.6 The Company will use its commercially reasonable efforts to make all Securities eligible on the Direct Registration System of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations Depository Trust Company so that Subscriber can move shares to respective prime broker accounts and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Sectionsell without restriction.
Appears in 2 contracts
Sources: Subscription Agreement (TETE Technologies Inc), Subscription Agreement (Cleantech Acquisition Corp.)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures, the payment of interest thereon, and exercise of the Warrants or other issuances of Underlying Shares as contemplated hereby, by the Debentures or the exercise of the Warrants, as the case may be, Warrants occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Registration Statement, at such time as time, in the opinion of counsel to the Company, such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Dateday that the Underlying Shares Registration Statement is declared effective by the Commission. The Company agrees that, following in the Effective Dateevent any Underlying Shares are issued with a legend in accordance with this Section 3.1(b), it will, no later than within three (3) Trading Days following the delivery after request therefor by a Purchaser, provide such Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend would not have been required under this Section 3.1(b) had such issuance occurred on the date of such request. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section. However, the Company may provide appropriate instructions to any transfer agent of the Company to enforce the provisions of this Section 3.1(b) when the Underlying Shares Registration Statement is not effective.
Appears in 2 contracts
Sources: Secured Convertible Debenture Purchase Agreement (Premier Laser Systems Inc), Secured Convertible Debenture Purchase Agreement (Premier Laser Systems Inc)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities lawsthereof. In connection with any transfer of any Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books and records of the Company and with or on the register of any transfer agent for the securities of the Company Securities (i) any transfer of Securities by a one Purchaser to another Purchaser, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, and (ii) any transfer by any Purchaser to an Affiliate (as such term is defined under Rule 405 promulgated under the Securities Act) of such Purchaser or to one or more funds or managed accounts under common management with such an Affiliate of another Purchaser, and or any transfer transfers among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring makes the Securities solely for appropriate investment purposes (subject to the qualifications hereof)representations. Any such Purchaser or Affiliate transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. [FOR DEBENTURES ONLY] THIS DEBENTURE IS SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 3.8 OF THE CONVERTIBLE DEBENTURE PURCHASE AGREEMENT, DATED AS EVIDENCED BY OF OCTOBER 24, 1997, AMONG FIX-CORP PURCHASE PURCHASE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A LEGAL OPINION COPY OF COUNSEL TO THAT AGREEMENT IS ON FILE AT THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE PRINCIPAL OFFICE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the Debentures, exercise of the WarrantsWarrants or other issuances of Underlying Shares, as the case may be, occurs at any time while an Underlying Shares Securities Registration Statement is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Securities Registration Statement, Statement at such time as time, if in the opinion of counsel to the Company such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatthat it will provide each Purchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend is no longer required hereunder. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionSection 3.1(b).
Appears in 2 contracts
Sources: Convertible Debenture Purchase Agreement (Fix Corp International Inc), Convertible Debenture Purchase Agreement (Fix Corp International Inc)
Transfer Restrictions. (a) Purchaser agrees not to make any disposition of all or any part of the Shares in any event unless and until:
(i) The Securities may only Company shall have received a letter secured by Purchaser from the SEC stating that no action will be disposed of --------------------- pursuant recommended to an effective the SEC with respect to the proposed disposition;
(ii) There is then in effect a registration statement under the Securities Act, to Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or
(iii) Purchaser shall have notified the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Actproposed disposition and shall have furnished the Company with a statement setting forth the relevant circumstances surrounding the proposed disposition, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to if reasonably requested by the Company, except as otherwise set forth herein, Purchaser shall have furnished the Company may require the transferor thereof to provide to the Company with an opinion of counsel selected by the transferorcounsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, for Purchaser to the effect that such transfer does disposition will not require registration of such transferred Securities Shares under the Securities ActAct or any applicable state securities laws. Notwithstanding the foregoing, no opinion of counsel shall be required in connection with a transfer made by gift, will or intestate succession, or in connection with a transfer by (A) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to a wholly-owned subsidiary or a parent corporation that owns all of the Companycapital stock of Purchaser, without requiring or (C) a legal opinion as described limited liability company to its members or former members in accordance with their interest in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, limited liability company; provided that in each case the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall will agree in writing to be bound by subject to the terms of this Agreement and shall have to the rights of a same extent as if it were the original Purchaser under this Agreement and the Registration Rights Agreementhereunder.
(b) The Purchasers agree Purchaser understands and agrees that all certificates evidencing the shares to the imprinting, so long as is required by this Section 3.1(b), of be issued to Purchaser may bear the following legend on the Securitieslegend: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [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"”), AND, ACCORDINGLY, . THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD EXCEPT PURSUANT TO HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE TRANSFEROR TO COMPANY THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionREGISTRATION IS NOT REQUIRED.
Appears in 2 contracts
Sources: Definitive Stock Purchase Agreement (Children's Internet Holding Company, LLC), Stock Purchase Agreement (Childrens Internet Inc)
Transfer Restrictions. (a) The Securities Until the earlier of (i) the Closing Date and (ii) unwinding of the Escrow Account following a Failure Event, the shares of Offered Preferred Stock issued in the Non-Contingent Tranche may not be offered, sold, pledged or otherwise transferred by a Purchaser except transfers to (A) the Company or its affiliates, (B) affiliates of such Purchaser, (C) persons that share a common discretionary investment adviser with such Purchaser or (D) for estate planning. Any such transfer must include the right to receive a corresponding portion of the Escrow Securities.
(b) Consistent with the Transfer Legend set forth in Section 3.6, the Shares, and Conversion Shares, may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state federal, state, or local securities laws. In connection with any transfer of Securities Shares, or Conversion Shares, other than pursuant to an effective registration statement or to the Company, except as otherwise set forth hereinRegistration Statement, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such the transferred Securities Shares, or Conversion Shares, under the Securities Act. Notwithstanding the foregoing, the Company, without requiring As a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate condition of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies (unless effected pursuant to the Company that it is an "accredited investor" as defined in Registration Statement or under Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof144). Any , any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement Agreement. The certificates representing the Shares, or Conversion Shares, may be subject to a stop transfer order for the purpose of enforcing the foregoing provisions, and the Registration Rights Agreement.
(b) The Purchasers agree Company will instruct the transfer agent to transfer Shares, or Conversion Shares, to a transferee if the foregoing provisions are complied with and if, in the case of a transfer pursuant to the imprintingRegistration Statement, so long the transferor causes the Prospectus (as is required by this defined in Section 3.1(b), of 3.9) to be delivered to the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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 transferee (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures whether physically or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective through compliance with Rule 172 under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at or any similar rule). At such time as such legend is not the Shares, or Conversion Shares, are no longer required under applicable requirements of to bear a Transfer Legend, the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, that it will, no later than three Trading Days following the (3) business days after delivery by a the Purchaser to the Company or its transfer agent of a certificate (in the case of a transfer, in the proper form for transfer) representing Shares, or certificates representing such Underlying Conversion Shares, issued with a restrictive legendthe foregoing Transfer Legend, deliver or cause to such be delivered to the Purchaser certificates a certificate representing such Underlying Shares which shall be Shares, or Conversion Shares, that is free from all restrictive and other legends. The Company may shall not make any notation on its records or give instructions to any its transfer agent of the Company which that enlarge the restrictions of on transfer set forth in this SectionSection 3.7.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Doral Financial Corp), Stock Purchase Agreement (Doral Financial Corp)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable state and federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company, except Company or to an Affiliate of a Purchaser or in connection with a pledge as otherwise set forth hereincontemplated in Section 4.1(b), the Company may will require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a and such legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and must be delivered with any notice of transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject a condition to the qualifications hereof)Company’s obligations to effect such transfer. Any As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement Agreement. Notwithstanding anything herein to the contrary, other than transfers to an Affiliate of a Purchaser, the Purchaser shall not transfer or assign the Debentures or Warrants to a third-party assignee in amounts less than $250,000 principal amount, as to the Debentures (or such lesser amount then outstanding), and a portion of the Registration Rights AgreementWarrant representing less than 100,000 Warrant Shares, as to the Warrants (or such lesser amount then outstanding); provided that this restriction on transfer shall not apply to the conversion into, exercise into, transfer of or assignment of, Conversion Shares or Warrant Shares.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b)4.1, of a legend on any of the Securities in the following legend on the Securitiesform: NEITHER THESE SECURITIES [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] THIS SECURITY IS [EXERCISABLE] HAVE [CONVERTIBLE]] HAS [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"”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF 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 EVIDENCED DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTSECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered 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 who agrees to be bound by the provisions of this Agreement and, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYif required under the terms of such 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 of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. 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.
(c) Certificates evidencing the Underlying Shares shall not contain any legend (including the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time in Section 4.1(b) hereof): (i) while an Underlying Shares a Registration Statement covering the resale of such security is effective under the Securities Act orAct, if there is not then an effective (ii) following any sale of such Underlying Shares Registration Statementpursuant to Rule 144, at (iii) if such time as Underlying Shares are eligible for sale under Rule 144 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 Commission). The Company shall cause its counsel to issue the a legal opinion included in to the Transfer Agent Instructions if required by the Transfer Agent to effect the Company's transfer agent on removal of the Effective Datelegend hereunder. If all or any portion of a Debenture is converted or Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that, following at such time as such legend is no longer required under this Section 4.1(c), the Effective Date, it Company will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate or certificates representing such Underlying Shares, as applicable, issued with a restrictive legendlegend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser certificates a certificate representing such Underlying Shares which shall be shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which Transfer Agent that enlarge the restrictions of on transfer set forth in this SectionSection 4. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.
(d) In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, the greater of (i) as partial liquidated damages and not as a penalty, for each $1,000 of Underlying Shares (based on the VWAP of the Common Stock on the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend and (ii) if the Company fails to (i) issue and deliver (or cause to be delivered) to a Purchaser by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Purchaser that is free from all restrictive and other legends or (ii) if after the Required Delivery Date such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of such Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of (A) such number of Underlying Shares that the Company was required to deliver to such Purchaser by the Legend Removal Date multiplied by (B) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Purchaser to the Company of the applicable Underlying Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).
(e) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser 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 sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Principal Solar, Inc.), Securities Purchase Agreement (Principal Solar, Inc.)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities lawsthereof. In connection with any transfer of any Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company (i) any transfer of Securities by a one Purchaser to another Purchaser, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, and (ii) any transfer by any Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such an Affiliate of another Purchaser, and or any transfer transfers among any such Affiliates or one or more funds or managed accounts, provided that in each case of clauses (i) and (ii) the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring any such Securities in accordance with the Securities solely for investment purposes (subject to representation provided by the qualifications hereoforiginal Purchaser in Section 2.2(b). Any such Purchaser or Affiliate transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. [FOR DEBENTURES ONLY] THIS DEBENTURE IS SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 3.8 OF A CONVERTIBLE DEBENTURE PURCHASE AGREEMENT, DATED AS EVIDENCED BY OF NOVEMBER 27, 1997, BETWEEN EUROTECH, LTD. (THE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A LEGAL OPINION COPY OF COUNSEL TO THAT AGREEMENT IS ON FILE AT THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE PRINCIPAL OFFICE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the Debentures, exercise of the WarrantsWarrants or other issuances of Underlying Shares in as contemplated hereby, as the case may be, occurs at any time while an Underlying Shares Securities Registration Statement is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Securities Registration Statement, Statement at such time as time, if in the opinion of counsel to the Company such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatthat it will provide each Purchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend is no longer required hereunder. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionSection 3.1(b).
Appears in 2 contracts
Sources: Convertible Debenture Purchase Agreement (Eurotech LTD), Convertible Debenture Purchase Agreement (JNC Opportunity Fund LTD)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided (i) that the transferee certifies to the Company that it is an "accredited investor" as defined in within the meaning of Rule 501(a) under the Securities Act and Act, (ii) that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any , and (iii) that any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a the Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Purchaser understands and agrees that the certificates for the Preferred Shares and the Underlying Common Shares shall bear the following legend, or a similar legend to the imprintingsame effect, so long as is required by this Section 3.1(b), until (i) such Underlying Common Shares shall have been registered under the Securities Act and for the Underlying Common Shares effectively been disposed of in accordance with a registration statement that has been declared effective; or (ii) in the following legend on opinion of counsel for the SecuritiesCompany such Underlying Common Shares be may sold without registration under the Securities Act or any applicable "Blue Sky" or state securities laws: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendsLAWS. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section. The Purchaser will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities (as defined in the Registration Rights Agreement) pursuant to an Underlying Shares Registration Statement.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Accesspoint Corp /Nv/), Securities Purchase Agreement (Careside Inc)
Transfer Restrictions. (a) The Securities which have been transferred --------------------- pursuant to this Agreement and which contain a restrictive legend may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprintingimprinting on any non-free trading stock that has been purchased, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE REASONABLYACCEPTABLE TO THE COMPANY. Underlying The Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise issuance of the Warrants, as the case may be, Shares occurs at any time while an Underlying ,if the Shares received are free trading, or a Shares Registration Statement is effective under the Securities Act or, if or the holder of any such security is relying on Rule 144 promulgated under the Securities Act ("Rule 144") in connection with the resale of such Shares or in the event there is not then an effective Underlying Shares Registration Statement, Statement at such time as and Rule 144 is not then available if, in the opinion of counsel to the Company, such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company Seller shall cause its counsel permit Purchasers Counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the day that the Shares Registration Statement is declared effective by the Commission (the "Effective Date"). The Company Seller agrees that, following that in the Effective Dateevent any Shares are issued with a legend in accordance with this Section 3.1(b), it will, no later than within three (3) Trading Days following the delivery after request therefore by a Purchaser, provide such Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend would not have been required under this Section 3.1(b) had such issuance occurred on the date of such request. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Trezac International Corp), Stock Purchase Agreement (Trezac International Corp)
Transfer Restrictions. No Ad Hoc Group Member shall (ai) sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership) in the First Lien Claims and, if applicable, HERO Common Stock set forth on Schedule 1 hereto in whole or in part; or (ii) grant any proxies, deposit any of such Ad Hoc Group Member’s interests in First Lien Claims and, if applicable, HERO Common Stock as set forth on Schedule 1 hereto into a voting trust, or enter into a voting agreement with respect to any such interest (collectively, the actions described in clauses (i) and (ii), a “Transfer”), unless it satisfies the following requirement (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): The Securities may only be disposed of --------------------- pursuant intended transferee executes and delivers to an effective registration statement under the Securities Act, counsel to HERO and counsel to the Company or pursuant Ad Hoc Group on the terms set forth below an executed form of the transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) before such Transfer is effective (it being understood that any Transfer shall not be effective until notification of such Transfer and a copy of the executed Transfer Agreement is received by counsel to an available exemption from or in a transaction not subject HERO and counsel to the registration requirements of Ad Hoc Group, in each case, on the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise terms set forth herein, the Company may require the transferor thereof to provide ). Notwithstanding anything to the Company an opinion contrary herein, (i) the foregoing provisions shall not preclude any Ad Hoc Group Member from transferring First Lien Claims and/or HERO Common Stock to affiliates of counsel selected by the transferorsuch Ad Hoc Group Member (each, the form and substance of a “Creditor Affiliate”), which opinion Creditor Affiliate automatically shall be reasonably satisfactory to bound by this Agreement and the Company, to Amended and Restated Forbearance Agreement upon the effect that such transfer does not require registration of such transferred Securities under First Lien Claims and/or HERO Common Stock, (ii) the Securities Act. Notwithstanding the foregoingforegoing provisions shall not preclude any Party from transferring First Lien Claims and/or HERO Common Stock to any other Party hereto, the Company, without requiring and (iii) a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books Qualified Marketmaker1 that acquires any of the Company First Lien Claims and/or HERO Common Stock with the purpose and with any transfer agent intent of acting as a Qualified Marketmaker for the securities of the Company any transfer of Securities by such First Lien Claims and/or HERO Common Stock, shall not be required to execute and deliver to counsel a Purchaser to an Affiliate of such Purchaser Transfer Agreement or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall otherwise agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under conditions set forth in this Agreement and the Registration Rights Amended and Restated Forbearance Agreement if such Qualified Marketmaker transfers such First Lien Claims and/or HERO Common Stock (by purchase, sale, assignment, participation, or otherwise) to an Ad Hoc Group Member or Permitted Transferee (including, for the avoidance of doubt, the requirement that such transferee execute a Transfer Agreement.
) and the transfer otherwise is a Permitted Transfer. This Agreement shall in no way be construed to preclude any Ad Hoc Group Member or any of its affiliates from acquiring additional First Lien Claims, HERO Common Stock or any other claim against the HERO Entities or equity interest in HERO; provided, however, that (bi) The Purchasers agree to the imprintingif any Ad Hoc Group Member acquires additional or transferred First Lien Claims, so long as is required by this Section 3.1(b), any other claims against any of the following legend on HERO Entities or HERO Common Stock, as applicable, after the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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 1933RSA Effective Date, AS AMENDED such Ad Hoc Group Member shall notify the other Parties promptly of such acquisition including the amount of such acquisition and (THE "SECURITIES ACT")ii) such acquired First Lien Claims, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures claims or the exercise of the WarrantsHERO Common Stock, as the case may be, occurs at any time while shall automatically and immediately upon acquisition by an Underlying Shares Registration Statement Ad Hoc Group Member, as applicable, be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is effective given to in accordance herewith). Any Transfer made in violation of this provision shall be void ab initio. Any Ad Hoc Group Member that effectuates a Permitted Transfer to a Permitted Transferee shall have no liability under this Agreement arising from or related to the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements failure of the Securities Act (including judicial interpretations and pronouncements issued by Permitted Transferee to comply with the staff terms of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionAgreement.
Appears in 2 contracts
Sources: Restructuring Support Agreement, Restructuring Support Agreement (Hercules Offshore, Inc.)
Transfer Restrictions. (a) The Securities Seller Shares may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable state and federal and state securities laws. In connection with any transfer of Securities Seller Shares other than pursuant to an effective registration statement or statement, to the Company, except to an affiliate (as otherwise set forth hereindefined under the federal securities laws) of a Purchaser or in connection with a pledge as contemplated in Section 3.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Seller Shares under the Securities Act. Notwithstanding the foregoingAs a condition of transfer, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(bi) The Purchasers agree to the imprinting, understand that so long as is required by this Section 3.1(b), of a legend shall be placed on the Seller Shares in substantially the following legend on the Securitiesform: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] SHARES REPRESENTED BY THIS CERTIFICATE 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"), AND, ACCORDINGLY, SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OPINION OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COMPANY’S COUNSEL TO THE TRANSFEROR TO SUCH EFFECTTHAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
(ii) The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Seller Shares to a financial institution that is an Accredited Investor as defined under the Securities Act and, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYif required under the terms of such arrangement, such Purchaser may transfer pledged or secured Seller Shares to the pledgees or secured parties. Underlying Such a pledge or transfer would not be subject to approval of the Company and no opinion of legal counsel of the pledgor, secured party or pledgee shall be required in connection therewith. At the applicable Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Seller Shares may reasonably request in connection with a pledge or transfer of the Seller Shares.
(c) Certificates evidencing the Seller Shares shall not contain the legend set forth above nor in Section 3.1(b), (i) following any other legend sale of such securities pursuant to Rule 144, unless otherwise required by applicable law, (ii) if the conversion of Debentures such securities are eligible for sale under Rule 144(k), or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, (iii) if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by Act, and, in each case, the staff of the Commission). The Company shall cause its counsel to issue the a legal opinion included in to the Transfer Agent Instructions to effect the Company's transfer agent on removal of the Effective Datelegend hereunder. The Company agrees that, following that at such time as the Effective Datelegend is no longer required under this Section 3.1(c), it will, no later than three Trading Days 3 trading days following the delivery by a Purchaser to the Company the Transfer Agent of a certificate or certificates representing such Underlying Shares, shares of Common Stock issued with a restrictive legendlegend (and such documents as the Company or the Transfer Agent may reasonably request), deliver or cause to be delivered to such Purchaser certificates a certificate representing such Underlying Shares which shall be shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer legend set forth in this SectionSection 3.1(b).
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Levine Leichtman Capital Partners Ii Lp)
Transfer Restrictions. (ai) The Securities Subscriber Shares may only be resold, transferred, pledged or otherwise disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable state and federal and state securities laws. In connection with any transfer of Securities Subscriber Shares other than pursuant to an effective registration statement statement, or a transfer to the Company or to one or more affiliates of the CompanySubscriber or to a lender to Subscriber pursuant to a pledge and, except as otherwise set forth hereinthereafter, a transferee thereof pursuant to a foreclosure, of the Subscriber, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, transferor the form and substance of which opinion shall be reasonably satisfactory to the Company, Company to the effect that such transfer does not require registration of such transferred Securities Subscriber Shares, and after the consummation of the Transaction, the Subscriber Shares, under the Securities Act. Notwithstanding the foregoingAs a condition of transfer, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Subscription Agreement and such transferee and each Subscriber affiliate transferee and each lender transferee and their subsequent transferees shall have the rights and obligations of a Purchaser the Subscriber under this Agreement and the Registration Rights Subscription Agreement.
(bii) The Purchasers agree Company acknowledges and agrees that the Subscriber may from time to time after the Closing pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Subscriber Shares 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, the Subscriber may transfer pledged or secured Subscriber Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith; further, no notice shall be required of such pledge; provided that the Subscriber and its pledgee shall be required to comply with other provisions of this Section 6 in order to effect a sale, transfer or assignment of the Subscriber Shares to such pledgee. At the Subscriber’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of the Subscriber Shares may reasonably request in connection with a pledge or transfer of the Subscriber Shares.
(iii) The Subscriber agrees to the imprinting, so long as is required by this Section 3.1(b6(a), of a legend on any of the Subscriber Shares in the following legend on the Securitiesform: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE THIS SECURITY HAS 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"”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 FEDERAL, STATE AND FOREIGN SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO LAWS. NOTWITHSTANDING THE TRANSFEROR TO SUCH EFFECTFOREGOING, THE SUBSTANCE OF WHICH SHALL SECURITIES MAY BE REASONABLY ACCEPTABLE TO PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY. Underlying SECURITIES.
(iv) Subject to applicable requirements of the Securities Act and the interpretations of the Commission thereunder and any requirements of the Company’s transfer agent, the Company shall ensure that instruments, whether certificated or uncertificated, evidencing the Subscriber Shares shall not contain any legend (including the legend set forth above nor in Section 6(a)(iii), (A) following any other legend if the conversion sale of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying such Subscriber Shares Registration Statement is effective pursuant to Rule 144 under the Securities Act or(“Rule 144”), (B) if there is not then such Subscriber Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, and in each case, the Subscriber provides the Company with an effective Underlying Shares Registration Statementundertaking to effect any sales or other transfers in accordance with the Securities Act and such other documentation required by the Company’s transfer agent, at such time as or (C) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff Staff).
(v) The Subscriber agrees with the Company that the Subscriber will sell any Subscriber Shares pursuant to either the registration requirements of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that, following if any Subscriber Shares are sold pursuant to a registration statement, they will be sold in compliance with the Effective Dateplan of distribution set forth therein, it will, no later than three Trading Days following and acknowledges that the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent removal of the Company which enlarge the restrictions of transfer restrictive legend from instruments representing Subscriber Shares as set forth in this SectionSection 6 is predicated upon the Company’s reliance upon this understanding.
Appears in 2 contracts
Sources: Equity Purchase Agreement (EG Acquisition Corp.), Subscription Agreement (CF Acquisition Corp. VI)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant Subject to an effective registration statement under the Securities ActSection 3.4(c), to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of underwritten Public Offering and if required by the Board after consultation with the managing underwriters, no Registering Shareholder that is selling securities in such Public Offering shall Transfer any Company Securities (or any securities convertible into or exchangeable or exercisable for such Company Securities), other than pursuant to an effective registration statement or any Company Securities sold to the Companymanaging underwriters, except or exercise any registration rights with respect to such Company Securities from the Public Offering Launch for up to 90 days (or such shorter time as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected determined by the transferor, managing underwriters) following the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights date of a Purchaser under this Agreement and the Registration Rights Agreementfinal Prospectus or Shelf Prospectus Supplement filed for such Public Offering.
(b) The Purchasers agree Any Person restricted under this Section 3.4 shall execute a customary lock-up agreement with the underwriters, which shall be consistent with the provisions described under this Section 3.4 and otherwise provide for customary exceptions as negotiated by the Company with the managing underwriters. Any such executed lock-up agreement shall be deemed to replace the restrictions under Section 3.4.
(c) No Shareholder shall be subject to the imprintingrestrictions of this Section 3.4 unless all members of the Board, all officers of the Company, all Shareholders selling securities in such Public Offering are subject to this Section 3.4 or similar lock-up restrictions. If the Company or the underwriters grant a waiver or release under this Section 3.4, any lock-up agreement or any substantially similar restrictions to (i) any Person or entity that beneficially owns 1% or more of the outstanding capital stock of the Company or (ii) any member of the Board or officer of the Company, then all Shareholders shall be deemed to receive the same waiver or release to the same extent and on the same terms as such other Person for the same number of Company Securities as waived or released for such other Person; provided that if such waiver is in connection with a follow-on Public Offering, then such waiver shall only apply with respect to a Shareholder’s sales in such follow-on Public Offering so long as such Shareholder is required by given the opportunity to participate in such Public Offering on a ratable basis as all other Shareholders; provided further that this Section 3.1(b)3.4(c) shall not apply (x) to any waiver or release for hardship as reasonably determined by the managing underwriters or the Board; (y) with respect to any “net” or “cashless” exercise, or with respect to any dispositions solely to cover taxes or the payment of any exercise price, in connection with any equity awards; or (z) until holders of at least 2% of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent outstanding capital stock of the Company which enlarge the restrictions of transfer set forth in this Sectionhave been granted such waiver or release.
Appears in 2 contracts
Sources: Investor Rights Agreement (Algoma Steel Group Inc.), Investor Rights Agreement (Algoma Steel Group Inc.)
Transfer Restrictions. (a) The Each Investor, severally but not jointly, covenants to the Company that the Securities may will only be disposed of --------------------- pursuant to an effective registration statement under under, and in compliance with the requirements of, the Securities Act, to the Company Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth hereinor pursuant to Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with its Transfer Agent, without any transfer agent for the securities of the Company such legal opinion any transfer of Securities by a Purchaser an Investor to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accountsInvestor, provided that the transferee certifies to the Company that it is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act and provided that it is acquiring such Affiliate does not request any removal of any existing legends on any certificate evidencing the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementSecurities.
(b) The Purchasers agree Each Investor, severally but not jointly, agrees to the imprinting, so long as is until no longer required by this Section 3.1(b4.1(b), of the following legend on any certificate evidencing any of the Securities, together with any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Securities may be listed: “NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] CONVERTIBLE HAVE 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 ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR SOLD HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying OR BLUE SKY LAWS.” Certificates evidencing the Common Shares and the Warrant Shares shall not be required to contain the such legend set forth above nor or any other legend if (i) while a registration statement (including the conversion of Debentures or Registration Statement) covering the exercise resale of the Warrants, as Common Shares and the case may be, occurs at any time while an Underlying Warrant Shares Registration Statement is effective under the Securities Act orand a prospectus meeting the requirements of Section 10 of the Securities Act is available with respect to such Common Shares or Warrant Shares, (ii) following any sale of such Common Shares or Warrant Shares pursuant to Rule 144, or (iii) if there is not then an effective Underlying such Common Shares Registration Statementor Warrant Shares are eligible for sale under Rule 144(b)(1), at such time as or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff Staff of the CommissionSEC). The At such time as a legend is no longer required for certain Common Shares and Warrant Shares, the Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser an Investor to the Company or the Company’s Transfer Agent of a legended certificate or certificates representing such Underlying Common Shares or Warrant Shares, issued with and a restrictive legendrequest for legend removal, accompanied in the case of a request under Section 4.1(c)(iv) by an opinion of counsel to an Investor to the effect that such legend is not required, deliver or cause to be delivered to such Purchaser certificates Investor a certificate representing such Underlying Common Shares which shall be or Warrant Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which that enlarge the restrictions of on transfer set forth in this SectionSection 4.1(b).
(c) The Company will not object to and shall permit (except as prohibited by law) an Investor to pledge or grant a security interest in some or all of the Securities in connection with a bona fide margin agreement with a registered 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 who agrees to be bound by the provisions of this Agreement, and if required under the terms of such arrangement, the Company will not object to and shall permit (except as prohibited by law) such Investor to transfer pledged or secured Securities to the pledgees or secured parties. Except as required by law, such a pledge or transfer would not be subject to approval of the Company, no legal opinion of the pledgee, secured party or pledgor shall be required in connection therewith (but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Investor transferee of the pledge), and no notice shall be required of such pledge. Each Investor 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 Investor and its pledgee or secured party. At the appropriate Investor’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. Provided that the Company is in compliance with the terms of this Section 4.1(c), the Company’s indemnification obligations pursuant to Section 6.4 shall not extend to any Proceeding or Losses arising out of or related to this Section 4.1(c).
Appears in 2 contracts
Sources: Securities Purchase Agreement (Alseres Pharmaceuticals Inc /De), Securities Purchase Agreement (Alseres Pharmaceuticals Inc /De)
Transfer Restrictions. (a) The Securities If any Purchaser should decide to dispose of any Debentures (and upon conversion thereof any of the Underlying Shares) or Warrants (and upon exercise thereof any of the Warrant Shares) held by it, each Purchaser understands and agrees that it may do so only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of any Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an a written opinion of counsel selected by the transferorcounsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company (i) any transfer of Securities by a one Purchaser to another Purchaser, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, and (ii) any transfer by any Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such an Affiliate of another Purchaser, and or any transfer among any such Affiliates or one or more funds or managed accountsAffiliates, provided that the transferee certifies in writing to the Company that it is an "accredited investor" (as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereofRegulation D). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Each Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] REPRESENTED HEREBY 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT. The Underlying Shares issuable upon conversion of the Debentures and the Warrant Shares issuable upon exercise of the Warrants shall not contain the legend set forth above nor any other legend if the such conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares the Registration Statement is effective under the Securities Act or, if or in the event there is not then an effective Underlying Shares Registration Statement, Statement at such time as time, if in the written opinion of counsel to the Company (such opinion to be furnished at the sole expenses of the Company at the request of a Purchaser) such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatthat it will provide each Purchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing Underlying Shares and/or Warrant Shares, free from such legend at such time as such legend is no longer required hereunder.
(c) Each Purchaser further agrees that should it decide to dispose of any Debentures, Underlying Shares, issued with a restrictive legendWarrants or Warrant Shares (collectively referred to herein as the "Securities"), deliver to held by it, such Purchaser certificates representing will dispose of no more Securities per day in the aggregate than would equal the greater of (i) 10% of the average per day trading volume for the five previous consecutive Trading Days (as defined in the Debentures) and (ii) such Underlying Shares which number of Securities having a value of $50,000 based on the previous Trading Day's Per Share Market Value, provided, however, such restriction shall be free from all restrictive no longer apply if the Per Share Market Value (as defined in the Debentures) is at least $4.00 per share for five out of any seven consecutive Trading Days, subject to adjustment for stock splits, stock dividends, combinations and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of similar recapitalizations, and so long as the Company which enlarge average daily trading volume during the restrictions of transfer set forth in this Sectionpreceding seven Trading Days is at least 50,000 shares per day.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Team Communication Group Inc), Securities Purchase Agreement (Team Communication Group Inc)
Transfer Restrictions. (ai) The Securities This Warrant and the Warrant Shares may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company obtain an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory acceptable to the Company, Company to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities this Warrant and the Warrant Shares by a Purchaser the Holder to an Affiliate (as defined in Rule 405 under the Securities Act) of such Purchaser the Holder or to one or more funds or managed accounts under common management with such PurchaserHolder, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a501 (a) under the Securities Act and that it is acquiring the Securities Warrant and the Warrant Shares solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(bii) The Purchasers agree to Warrant Shares issued while there is not an effective registration statement covering the imprinting, so long as is required resale by this Section 3.1(b), the Holder of the Warrant Shares (a "Registration Statement") or while the Holder may not resell such Warrant Shares pursuant to Rule 144(k) under the Securities Act shall be issued with the following legend on the Securitieslegend: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE TRANSFEROR COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 2 contracts
Sources: Securities Agreement (Harrison Paul W), Securities Agreement (Harrison Paul W)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities lawsthereof. In connection with any transfer of any Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books and records of the Company and with or on the register of any transfer agent for the securities of the Company Securities (i) any transfer of Securities by a one Purchaser to another Purchaser, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, and (ii) any transfer by any Purchaser to an Affiliate (as such term is defined under Rule 405 promulgated under the Securities Act) of such Purchaser or to one or more funds or managed accounts under common management with such an Affiliate of another Purchaser, and or any transfer transfers among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring makes the Securities solely for appropriate investment purposes (subject to the qualifications hereof)representations. Any such Purchaser or Affiliate transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. [FOR DEBENTURES ONLY] THIS DEBENTURE IS SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 3.8 OF THE CONVERTIBLE DEBENTURE PURCHASE AGREEMENT, DATED AS EVIDENCED BY OF OCTOBER 24, 1997, AMONG FIX-CORP INTERNATIONAL, INC. (THE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A LEGAL OPINION COPY OF COUNSEL TO THAT AGREEMENT IS ON FILE AT THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE PRINCIPAL OFFICE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the Debentures, exercise of the WarrantsWarrants or other issuances of Underlying Shares, as the case may be, occurs at any time while an Underlying Shares Securities Registration Statement is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Securities Registration Statement, Statement at such time as time, if in the opinion of counsel to the Company such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatthat it will provide each Purchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend is no longer required hereunder. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionSection 3.1(b).
Appears in 2 contracts
Sources: Convertible Debenture Purchase Agreement (Fix Corp International Inc), Convertible Debenture Purchase Agreement (Fix Corp International Inc)
Transfer Restrictions. (a) The Investors covenant that the Securities may will only be disposed of --------------------- pursuant to an effective registration statement under under, and in compliance with the requirements of, the Securities Act, to the Company Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth hereinor pursuant to Rule 144(k), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by reasonably satisfactory to the transferorCompany, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any such legal opinion, except to the extent that the transfer agent for the securities of the Company requests such legal opinion, any transfer of Securities by a Purchaser an Investor to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accountsInvestor, provided that the transferee certifies to the Company that it is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act and provided that it is acquiring such Affiliate does not request any removal of any existing legends on any certificate evidencing the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementSecurities.
(b) The Purchasers agree Each Investor, on behalf of itself and any transferee contemplated by the provisions of subsection (a), above, agrees to the imprinting, so long as is required by this Section 3.1(b4.1(b), of the following legend on any certificate evidencing any of the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [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 ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYOR BLUE SKY LAWS. Underlying Certificates evidencing Common Shares shall not be required to contain the such legend set forth above nor or any other legend if (i) while a registration statement (including the conversion of Debentures or Registration Statement) covering the exercise resale of the Warrants, as the case may be, occurs at any time while an Underlying Common Shares Registration Statement is effective under the Securities Act orAct, (ii) following any sale of such Common Shares pursuant to Rule 144 if there the holder provides the Company with a legal opinion (and the documents upon which the legal opinion is not then an effective Underlying based) reasonably acceptable to the Company to the effect that the Common Shares Registration Statementcan be sold under Rule 144, at such time as such (iii) if the holder provides the Company with documentation reasonably acceptable to the Company to the effect that the Common Shares are eligible for sale under Rule 144(k), or (iv) if the holder provides the Company with a legal opinion (and the documents upon which the legal opinion is based) reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the staff Staff of the CommissionSEC). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent Transfer Agent on the Effective Date. The Company agrees that, following Following the Effective Date, it will, the Company will no later than three five Trading Days following the delivery by a Purchaser an Investor to the Company or the Transfer Agent of (i) a legended certificate representing such Common Shares, and (ii) an opinion of counsel to the extent required by Section 4.1(a), deliver or cause to be delivered to such Investor a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Common Shares which shall be that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which Transfer Agent that enlarge the restrictions of on transfer set forth in this Section. If within five Trading Days after the Company’s receipt of a legended certificate and the other documents as specified in Clauses (ii), (iii) and (iv) of the paragraph immediately above, the Company shall fail to issue and deliver to such Investor a certificate representing such Common Shares that is free from all restrictive and other legends, and if on or after such Trading Day and prior to the Company’s delivery of the certificate representing such Common Shares the Investor purchases (in an open market transaction) 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 (the “Covering Shares”), then the Company shall, within five Trading Days after the Investor’s request, pay cash (in lieu of delivering such certificate without any restrictive legend) to the Investor in an amount equal to the excess (if any) of the Investor’s total purchase price (including brokerage commissions, if any) for the Covering Shares, over the product of (A) the number of Covering Shares, times (B) the Closing Price on the date of delivery of such certificate and the other documents as specified in Clauses (ii), (iii) and (iv) of the paragraph immediately above.
(c) So long as a registration statement (including the Registration Statement) covering the resale of the Securities is effective under the Securities Act, the Company will not object to and shall permit (except as prohibited by law) an Investor to pledge or grant a security interest in some or all of the Securities in connection with a bona fide margin agreement or other loan or financing arrangement secured by the Securities, and if required under the terms of such agreement, loan or arrangement, the Company will not object to and shall permit (except as prohibited by law) such Investor to transfer pledged or secured Securities to the pledges or secured parties. Except as required by law, such a pledge or transfer would not be subject to approval of the Company, no legal opinion of the pledgee, secured party or pledgor shall be required in connection therewith, and no notice shall be required of such pledge. Each Investor 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 Investor and its pledgee or secured party. At the appropriate Investor'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. Provided that the Company is in compliance with the terms of this Section 4.1(c), the Company’s indemnification obligations pursuant to Section 6.4 shall not extend to any Proceeding or Losses arising out of or related to this Section 4.1(c).
Appears in 1 contract
Sources: Securities Purchase Agreement (Dyadic International Inc)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a such Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accountsfunds, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)purposes. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures, the payment of interest thereon, and exercise of the Warrant or other issuances of Underlying Shares as contemplated hereby, by the Debentures or the exercise of the Warrants, as the case may be, Warrant occurs at any time while an Underlying Shares Securities Registration Statement is effective under the Securities Act (subject to the representation by the Purchasers that they will comply with all prospectus delivery requirements) or, if in the event there is not then an effective Underlying Shares Securities Registration Statement, Statement at such time as time, if in the opinion of counsel to the Company such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on no later than the Effective Datethird Business Day after the Underlying Securities Registration Statement is declared effective by the Commission. The Company agrees that, following in the Effective Dateevent any Underlying Shares are issued with a legend in accordance with this Section 3.1(b), it will, no later than within three Trading Days following the delivery (3) trading days after request therefor by a such Purchaser, provide such Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend would not have been required under this Section 3.1(b) had such issuance occurred on the date of such request. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Vitech America Inc)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement Company and the Shareholder each realize that the Exchange Consideration is not registered under the Securities Act, or any foreign or state securities Laws. The Company and the Shareholder agree that the Exchange Consideration will and may not be sold, offered for sale, pledged, hypothecated, or otherwise transferred (collectively, a "Transfer") except in compliance with the Securities Act, if applicable, and applicable foreign and state securities Laws, and with an opinion of transferor's counsel or Buyer's counsel to such effect, the substance of which shall be reasonably acceptable to the Buyer and Buyer's transfer agent, provided that the Exchange Consideration may be pledged in connection with a bona fide margin account secured by such securities and released to Secured Parties in accordance with the terms of the Escrow Agreement. The Company and the Shareholder understand that the Exchange Consideration can only be Transferred pursuant to registration under the Securities Act or pursuant to an available exemption from or in a transaction not subject therefrom. The Company and the Shareholder understand that to Transfer the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company Exchange Consideration may require the transferor thereof to provide to the Company an opinion of counsel selected in some jurisdictions specific approval by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that appropriate governmental agency or commission in such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreementjurisdiction.
(b) The Purchasers agree To enable Buyer to enforce the transfer restrictions contained in Section 7.7(a), the Company and the Shareholder hereby consents to the imprintingplacing of legally required legends upon, so long as is required by this Section 3.1(b), and stop-transfer orders with the transfer agent of the following legend on Common Stock with respect to the SecuritiesExchange Consideration, including, without limitation, the following: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionTHESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
Appears in 1 contract
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act2.1 Grantee shall not, to the Company so long as this Agreement is in effect, directly or pursuant to an available exemption from indirectly, sell, pledge, give, bequeath, transfer, assign or in a transaction not subject to the registration requirements any other way whatsoever encumber or dispose of (hereinafter collectively called "transfer") any of the Securities ActShares (or any interest therein), and in compliance with or any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement stock certificate or to certificates representing the CompanyShares, except as otherwise set forth herein, permitted by this Agreement or as may be consented to in writing by the Company may require the transferor thereof to provide Company.
2.2 Notwithstanding anything to the Company an opinion of counsel selected by the transferorcontrary contained in this Agreement, the form and substance of which opinion shall be reasonably satisfactory Grantee is under no restrictions as to the Companytransfer of Shares, during Grantee's lifetime, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion Grantee's Permitted Transferees (as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accountsdefined herein), provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(aeach such Permitted Transferee shall first (i) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing execute a written consent to be bound by all the provisions of this Agreement and (ii) give a 2 duplicate original of such consent to the Company. The Permitted Transferees shall consist of Grantee's spouse and adult lineal descendants, the adult spouses of such lineal descendants, trusts for the benefit of Grantee's minor or adult lineal descendants, or trusts of which Grantee is the trustee or sole beneficiary. In the event of any transfer by the Grantee to a Permitted Transferee of all or any part of the Shares (or in the event of any subsequent transfer by any such Permitted Transferee of such Shares), such Permitted Transferees shall receive and hold said Shares subject to the terms of this Agreement and shall have the rights and obligations hereunder of the Grantee as though said shares were still owned by the Grantee. There shall be no further transfer of such Shares by a Purchaser under this Agreement Permitted Transferee except between and among such Permitted Transferee, the Grantee and the Registration Rights other Permitted Transferees of the Grantee, or except as permitted by this Agreement.
(b) The Purchasers agree 2.3 Following the termination of this Agreement pursuant to an underwritten public offering, as provided for in Section 6, grantee shall not, directly or indirectly, for such period as the imprintingunderwriters in that offering reasonable request, so long as is required by this Section 3.1(b), except with the prior consent of the following legend on underwriters: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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 sale of or otherwise dispose of or transfer any Shares (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares which term shall not contain the legend set forth above nor any other legend if the conversion include shares of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on common stock into which the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate Shares may have been converted) or certificates representing such Underlying any securities convertible into or exchangeable or exercisable for Shares, issued with a restrictive legendwhether now owned or hereafter acquired or (ii) enter into any swap or any other agreement or any transaction that transfers, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records in whole or give instructions to any transfer agent in part, directly or indirectly, the economic consequences of ownership of the Company which enlarge Shares, whether any such swap or transaction is to be settled by delivery of the restrictions Shares or other securities, in cash or otherwise. This Section 2.3 shall survive the termination of transfer set forth in this SectionAgreement.
Appears in 1 contract
Sources: Grantee Stockholder Agreement (Mobius Management Systems Inc)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable state and federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or statement, to the Company, except to an Affiliate of a Purchaser (who is an accredited investor and executes a customary representation letter) or in connection with a pledge as otherwise set forth hereincontemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably satisfactory to the Company (it being understood that ▇▇▇▇▇▇ and ▇▇▇▇ LLP is reasonably satisfactory), the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Companyprovided, without requiring a legal opinion as described however, that in the immediately preceding sentencecase of a transfer pursuant to Rule 144, hereby consents to and agrees to register on no opinion shall be required if the books of transferor provides the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchasercustomary seller's representation letter, and any transfer among any if such Affiliates or one or more funds or managed accountssale is not pursuant to subsection (k) of Rule 144, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act a customary broker's representation letter and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)a Form 144. Any such transferee shall agree that agrees in writing to be bound by the terms of this Agreement and the Investor Rights Agreement shall have the rights of a Purchaser under this Agreement and the Registration Investor Rights Agreement. Except as required by federal securities laws and the securities law of any state or other jurisdiction within the United States, the Securities may be transferred, in whole or in part, by any of the Purchasers at any time. The Company shall reissue certificates evidencing the Securities upon surrender of certificates evidencing the Securities being transferred in accordance with this Section 4.1(a).
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b4.1(b), of a legend on any of the Securities in substantially the following legend on the Securitiesform: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, SUCH COUNSEL AND THE SUBSTANCE OF WHICH SUCH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying UNLESS PROHIBITED BY APPLICABLE LAW, RULE OR REGULATION, THESE SECURITIES 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. The Company acknowledges and agrees that, unless prohibited by applicable law, rule or regulation, a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered 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 Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith; provided, however, that such Purchaser shall provide the Company with such documentation as is reasonably requested by the Company to ensure that the pledge is pursuant to a bona fide margin agreement with a registered broker-dealer or 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. The Company will execute and deliver such 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) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.
(c) Certificates evidencing the Conversion Shares and Warrant Shares shall not contain any legend (including the legend set forth above nor in Section 4.1(b)), (i) following any other legend sale of such Conversion Shares or Warrant Shares pursuant to Rule 144, or (ii) if such Conversion Shares or Warrant Shares are eligible for sale under Rule 144(k) (and the conversion holder of Debentures such Conversion Shares or the exercise Warrant Shares has submitted a written request for removal of the Warrantslegend indicating that the holder has complied with the applicable provisions of Rule 144), as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, or (iii) if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff Staff of the Commission) (and the holder of such Conversion Shares or Warrant Shares has submitted a written request for removal of the legend indicating that the holder has complied with the applicable provisions of Rule 144). The Company shall cause its counsel to issue the a legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on promptly upon the occurrence of any of the events in clauses (i), (ii) or (iii) above to effect the removal of the legend hereunder and shall also cause its counsel to issue a "blanket" legal opinion to the Company's transfer agent promptly after the Effective Date, if required by the Company's transfer agent, to allow sales pursuant to an effective Registration Statement. The Company agrees that, following the Effective Datethat at such time as such legend is no longer required under this Section 4.1(c), it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate representing Conversion Shares or certificates representing such Underlying Warrant Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Purchaser certificates a certificate representing such Underlying Shares which shall be Securities that is free from all restrictive and other legends; provided that the holder of such Conversion Shares or Warrant Shares has submitted a written request for removal of the legend indicating that the holder has complied with the applicable provisions of Rule 144. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which that enlarge the restrictions of on transfer set forth in this Section.
Appears in 1 contract
Sources: Convertible Note and Warrant Purchase Agreement (Sco Capital Partners LLC)
Transfer Restrictions. (a) The Securities Convertible Shares may only be disposed transferred to Affiliates of --------------------- either Investor, provided that at all times voting and disposition control of such Convertible Shares shall remain with the Investors pursuant to appropriate proxies or other similar methods. The Investors shall not and shall cause such Affiliates not to, without the prior written consent of the Company, which consent shall not be unreasonably withheld, transfer more than 490,000 Convertible Shares in the aggregate to any Person or Persons other than an effective registration statement under the Securities Act, Affiliate of an Investor. The Investors shall and shall cause their Affiliates to give prior notice to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities Convertible Shares to a Person other than an Affiliate of an Investor. Such notice shall include the identity of the transferee. An Investor may pledge all or a portion of its Convertible Shares or grant a security interest therein to secure indebtedness of such Investor or any of its permitted transferees owing to a bank, other financial institution, institutional lender or other financing source. At any time following the date of this Agreement, the Cypress Shareholders shall be permitted to sell, transfer or assign all, but not less than all, of the securities of the Company then held by the Cypress Shareholders in the aggregate to the limited partners, members or shareholders in the Cypress Shareholders; provided, that the rights of the Cypress Shareholders pursuant to an effective registration statement this Agreement shall not be transferred or assigned to such transferees or assignees of the Company, except as otherwise set forth herein, securities of the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities ActCypress Shareholders. Notwithstanding the foregoing, the Companyobligations contained in this Section 11(b) shall no longer apply to the Cypress Shareholders upon the sale, transfer or assignment (including, without requiring a legal opinion as described in limitation, pursuant to Section 11(b)) by the immediately preceding sentence, hereby consents to and agrees to register on the books Cypress Shareholders of the Company and with any transfer agent for 50% or more of the securities of the Company held by the Cypress Shareholders in the aggregate on the date of this Agreement. Investors shall not cause the Company to enter into any transfer of Securities by the following types of transactions other than with the approval of the majority of disinterested members of the Board and in compliance with applicable law: a Purchaser merger, consolidation, amalgamation, scheme of arrangement or business combination with either Investor or its Affiliates; or a sale, lease or exchange of all or substantially all of the assets of the Company to an Affiliate of such Purchaser either Investor or its Affiliates; provided, that the foregoing shall not apply to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided transaction of the Company with any Person that the transferee certifies to the Company that it is an "accredited investor" Company, directly or indirectly, controls, as defined in Rule 501(a) 405 under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementAct.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a the Purchaser to an Affiliate of such the Purchaser or to one or more funds or managed accounts a fund under common management with such the Purchaser, and any transfer among any such Affiliates or one or more funds or managed accountsfunds, provided that the transferee Convertible Preferred Stock Purchase Agreement -9- certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)purposes. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS. The Company shall issue Underlying Shares shall not contain free of the legend set forth above nor (and free of any other legend legend) if the conversion of Debentures Shares, the payment of dividends thereon, or the exercise of the WarrantsWarrant or other issuances of Underlying Shares as contemplated hereby, as by the case may be, Articles of Amendment or the Warrant occurs at any time while an Underlying Shares Securities Registration Statement is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Securities Registration Statement, Statement at such time as time, if in the opinion of counsel to the Company such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Dateday that the Underlying Securities Registration Statement is declared effective by the Commission. The Company agrees thatthat it will provide the Purchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, Shares that may have been issued with a the restrictive legendlegend set forth above, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend is no longer required hereunder (for example, there is an effective Underlying Securities Registration Statement). The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Tanisys Technology Inc)
Transfer Restrictions. Until the first anniversary of the Issue Date, (a1) The any certificate evidencing a Security shall bear a legend in substantially the form identified as the “Restricted Security Legend” (the “Restricted Security Legend”) in the form of Security set forth in Exhibit A and (2) any certificate representing Common Stock issued upon conversion of the Securities may only be disposed shall bear a legend in substantially the form of --------------------- Exhibit B, unless such Security (or such Common Stock) has been sold pursuant to an effective a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or sold pursuant to Rule 144 or any similar provision then in force, or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee. Every Security (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section 2.10 to bear the legend required by this Section 2.10 (together with any Common Stock issued upon conversion of the Securities and required to bear the legend set forth in Exhibit B, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.10 and such legends, unless such restrictions on transfer shall be waived by written consent of the Company following receipt of legal advice supporting the permissibility of the waiver of such transfer restrictions, and the Holder of any Restricted Securities, by such H▇▇▇▇▇’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.10, the term “transfer” means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. In connection with any transfer of the Securities that are Restricted Securities prior to the date one year after the last date of original issuance of the Securities (other than a transfer pursuant to a registration statement which has been declared effective under the Securities Act), the Holder must complete and deliver the form of assignment set forth on the certificate representing the Securities with the appropriate box checked to the Trustee (or any successor Trustee, as applicable). If the proposed transfer is pursuant to clause (2)(D) of the Restricted Security Legend, the Holder must, prior to such transfer, furnish to the Trustee (or any successor Trustee, as applicable), such certifications, legal opinions or other information as the Company or may reasonably require to confirm that such transfer is being made pursuant to an available exemption from from, or in a transaction not subject to to, the registration requirements of the Securities Act. The Restricted Security Legend will be removed upon the earlier of (1) the first anniversary of the Issue Date, and in compliance with any applicable federal and state securities laws. In connection with (2) the transfer of the Security evidenced thereby pursuant to clause (2)(B) of the Restricted Security Legend or (3) on any transfer of the Security under Rule 144. Any Securities other than pursuant that are Restricted Securities and as to an effective registration statement which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the Restricted Security Legend set forth therein have been satisfied may, upon surrender of such Securities for exchange to the Company, except as otherwise set forth herein, Security Registrar in accordance with the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms provisions of this Agreement Section 2.10, be exchanged for a new Security or Securities, of like tenor and aggregate principal amount, which shall have not bear the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is Restricted Security Legend required by this Section 3.1(b)2.10. If such Restricted Security surrendered for exchange is represented by a Global Security bearing the Restricted Security Legend, the principal amount of the following legend on legended Global Securities shall be reduced by the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYappropriate principal amount and the principal amount of a Global Security without the Restricted Security Legend shall be increased by an equal principal amount. Underlying Shares shall not contain If a Global Security without the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there Restricted Security Legend is not then an effective Underlying Shares Registration Statementoutstanding, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue execute and the legal opinion included in the Transfer Agent Instructions Trustee shall authenticate and deliver an unlegended Global Security to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionDepositary.
Appears in 1 contract
Sources: Indenture (GMX Resources Inc)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionLAWS.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (New Frontier Media Inc /Co/)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a the Purchaser to an Affiliate of such the Purchaser or to one or more funds or managed accounts a fund under common management with such the Purchaser, and any transfer among any such Affiliates or one or more funds or managed accountsfunds, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)purposes. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] CONVERTIBLE HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS EVIDENCED BY OF MAY 29, 1998, BETWEEN COMPOSITECH LTD. (THE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A LEGAL OPINION COPY OF COUNSEL TO THAT AGREEMENT IS ON FILE AT THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE PRINCIPAL OFFICE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures Shares, the payment of dividends thereon, or other issuances of Underlying Shares as contemplated hereby or by the exercise Certificate of the Warrants, as the case may be, Designation occurs at any time while an Underlying Shares Securities Registration Statement is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Securities Registration Statement, Statement at such time as time, if in the opinion of counsel to the Company such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Dateday that the Underlying Securities Registration Statement is declared effective by the Commission. The Company agrees thatthat it will provide the Purchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend is no longer required hereunder. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Compositech LTD)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable state and federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company, except Company or to an Affiliate of a Purchaser or in connection with a pledge as otherwise set forth hereincontemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoingAs a condition of transfer, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the Registration Rights Agreement.
(ii) in the case of an individual transferee, to immediate family members or trusts for estate planning purposes and, in the case of an entity, to affiliates, partners or stockholders of such entity who, in each case, agree in writing to be bound by the provisions of this Purchase Agreement. (iii) in connection with bona fide gifts provided the donee agrees in writing to be bound by the provisions of this Purchase Agreement and (iv) in the case of a trust, in connection with distributions to the beneficiaries thereof provided the recipient agrees in writing to be bound by the provisions of this Purchase Agreement. The Purchasers acknowledge and agree that the provisions of this Section 4.1 impose substantial restrictions on the their ability to transfer the Preferred Stock and Series A Warrant, but also acknowledge and agree that they have the ability to convert, exercise and exchange such securities for other securities that are not subject to such restrictions (except under the Securities Act).
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b)4.1, of a legend on any of the Securities in the following legend on the Securitiesform: NEITHER THESE SECURITIES [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE THIS SECURITY IS [EXERCISABLE or EXCHANGEABLE] [CONVERTIBLE] HAS [EXERCISABLENOT] HAVE 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"”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE OR EXCHANGE] [CONVERSION] [EXCHANGE] OF 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 EVIDENCED DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. In addition, the Purchasers agree to imprinting of an additional legend on the Preferred Stock and Series A LEGAL OPINION Warrants in the following form: THE SALE, TRANSFER ASSIGNMENT OR OTHER DISPOSITION OF COUNSEL THE [WARRANTS] [PREFERRED STOCK] REPRESENTED HEREBY, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER AS SET FORTH IN A PURCHASE AGREEMENT AMONG PAVMED INC. AND PURCHASERS OF CERTAIN SECURITIES THEREUNDER. COPIES OF SUCH AGREEMENT MAY BE OBTAINED FROM PAVMED INC. BY REQUESTING SUCH AGREEMENT IN WRITING ADDRESSED TO THE TRANSFEROR TO CHIEF EXECUTIVE OFFICER OF PAVMED AT ITS PRINCIPAL EXECUTIVE OFFICES OR BY INSPECTING THEM AT SUCH EFFECTOFFICE. Subject to Section 4.12, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or the exercise grant a security interest in some or all of the Warrants, Securities to a financial institution that is an “accredited investor” as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective defined in Rule 501(a) under the Securities Act orand who agrees to be bound by the provisions of this Agreement and, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements the terms of the such arrangement, such Purchaser may transfer pledged or secured Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's pledgees or secured parties. Such a pledge or transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser would not be subject to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent approval of the Company which enlarge and no legal opinion of legal counsel of the restrictions pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. 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 set forth in this Sectionof the Securities.
Appears in 1 contract
Transfer Restrictions. (a) The Securities If any Purchaser should decide to dispose of any portion of the principal amount of the Convertible Debentures or of any of the Shares or any portion of the Warrants to be purchased by it hereunder (and upon conversion or exercise thereof, of any Underlying Shares or Warrant Shares, as applicable), such Purchaser understands and agrees that it may do so only be disposed of --------------------- (i) pursuant to an effective registration statement under the Securities Act, (ii) to the Company or (iii) pursuant to an available exemption or exclusion from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities any Convertible Debentures, Shares, Warrants, Underlying Shares or Warrant Shares other than pursuant (i) to an effective registration statement or statement, (ii) to the Company, except as otherwise set forth herein(iii) to an affiliate of a Purchaser which is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act, provided that any such transferee shall agree to be bound by the terms of this Agreement, and (iv) in reliance on Rule 144 under the Securities Act, the Company may require that the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the in form and substance of which opinion shall be reasonably satisfactory to the Company, Company of counsel experienced in the area of United States securities laws selected by the transferor to the effect that such transfer does not require registration of such transferred Securities Convertible Debentures, Shares, Warrants, Underlying Shares or Warrant Shares, as the case may be, under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b)appropriate, of the following legend on certificates representing the SecuritiesConvertible Debentures, Shares, Underlying Shares, Warrants and Warrant Shares, to be modified as applicable: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE [CONVERTIBLE] [OR EXERCISABLE] HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT --------------- PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, EXCLUSION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT THEREUNDER AND IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS LAWS. THIS [ ] IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER [AND CONVERSION] SET FORTH IN A CONVERTIBLE DEBENTURE AND CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS EVIDENCED BY OF SEPTEMBER __1997, BETWEEN THE COMPANY AND THE ORIGINAL HOLDER HEREOF. A LEGAL OPINION COPY OF COUNSEL TO SUCH AGREEMENT IS ON FILE AT THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE PRINCIPAL OFFICE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain Subject to Section 4.13, the legend set forth above nor shall be removed in connection with any other legend if the conversion resale of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is or Warrant Shares pursuant to an effective registration statement under the Securities Act oror sooner if, if there is not then an effective Underlying Shares Registration Statementin the opinion of counsel to the Company experienced in the area of United States securities laws, at such time as such legend is not no longer required under applicable requirements of the Securities Act (including judicial interpretations interpretation and pronouncements issued by the staff of the Commission). The certificates representing the Convertible Debentures, Shares, Warrants, Underlying Shares and Warrant Shares shall also bear any other legends required by applicable federal or state securities laws, which legends shall be removed when, in the opinion of counsel to the Company experienced in the applicable securities laws, such legends are no longer required under the applicable requirements of such securities laws. In connection therewith, the Company may request, and the Purchaser or other transferor shall cause provide, such information as the Company or its counsel may reasonably request to issue evaluate the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Datepropriety of removing any legends (which shall not include any opinions of counsel). The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate or certificates, free from such legend at such time as such legend is no longer applicable. Each Purchaser agrees that, following in connection with any transfer of Underlying Shares or Warrant Shares by it pursuant to an effective registration statement under the Effective DateSecurities Act, it willsuch Purchaser will comply with all applicable prospectus delivery requirements of the Securities Act. The Company makes no representation, no later than three Trading Days following the delivery by a Purchaser warranty or agreement as to the Company availability of a certificate or certificates representing such any exemption from registration under the Securities Act with respect to any resale of Convertible Debentures, Shares, Underlying Shares, issued with a restrictive legend, deliver to such Warrants or Warrant Shares.
(c) Each Purchaser certificates representing such Underlying Shares which agrees that the Company shall be free from all restrictive and other legends. The Company may not entitled to make any a notation on its records or and give instructions to any transfer agent of the Company which enlarge in order to implement the restrictions of on transfer set forth in this SectionSection 4.1; provided, however, that for so long as an Underlying Securities -------- ------- Registration Statement is effective, the Company may not issue any stop transfer instruction or make any notation on its records with respect thereto to any transfer agent of the Company and shall issue shares of Common Stock upon a conversion of Convertible Debentures or Shares or exercise of Warrants in accordance with this Section 4.1.
Appears in 1 contract
Sources: Convertible Debenture and Convertible Preferred Stock Purchase Agreement (Tamboril Cigar Co)
Transfer Restrictions. a. If any Purchaser should decide to dispose of the Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares held by it, such Purchaser understands and agrees that it may do so (a1) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or (2) pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws(3) to an affiliate of the Purchaser, or (4) pursuant to Rule 144 promulgated under the Securities Act ("Rule 144"). In connection with any transfer of Securities any Preferred Stock, the Warrants, the Conversion Shares or Warrant Shares other than pursuant to an effective registration statement statement, Rule 144, to the Company or to an affiliate of the Company, except as otherwise set forth hereinPurchasers, the Company may require the transferor thereof to provide to the Company an a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions and reasonably satisfactory acceptable to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act; provided, however, that if the Preferred Stock, the Warrants, the Conversion Shares or Warrant Shares may be sold pursuant to Rule 144(k), no written opinion of counsel shall be required from any Purchaser if such Purchaser provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company by any transfer of Securities by a Purchaser to an Affiliate affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and the Transaction Documents and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementTransaction Documents. The Company shall not require an opinion of counsel in connection with the transfer of the shares of Common Stock, the Preferred Stock, the Warrant, the Conversion Shares or the Warrant Shares to an affiliate of a Purchaser.
(b) b. The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the SecuritiesPreferred Stock, the Warrants, the Conversion Shares and the Warrant Shares: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] REPRESENTED HEREBY 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SHARES.
(i) while a registration statement covering the legend set forth above nor any other legend if the conversion resale of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement such security is effective under the Securities Act orAct, (ii) if there is not then an effective Underlying Shares Registration Statement, at such time as in the written opinion of counsel to the Company experienced in the area of United States securities laws such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) or (iii) if such Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares may be sold pursuant to Rule 144(k). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatthat it will provide any Purchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying shares of Preferred Stock, the Warrant, the Conversion Shares or the Warrant Shares, free from such legend at such time as such legend is no longer required hereunder. If such certificate or certificates had previously been issued with such a restrictive legend or any other legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive the Company shall, upon request and other legends. The Company may not make any notation on its records or give instructions to any transfer agent upon the delivery of the Company which enlarge the restrictions legended certificate(s), reissue such certificate or certificates free of transfer set forth in this Sectionany legend.
Appears in 1 contract
Sources: Securities Purchase Agreement (Level 8 Systems Inc)
Transfer Restrictions. (a) The Company Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Company Securities other than pursuant to an effective registration statement or to the CompanyCompany or pursuant to Rule 144(k), except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, The Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any such legal opinion (unless otherwise required by its transfer agent for the securities of the Company agent), any transfer of Company Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee agrees to be bound by all of the applicable provisions of the Transaction Documents, including the representations of the Purchaser, and certifies to the Company that it is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementAct.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b4.1(b), of the following legend on the any certificate evidencing Company Securities: NEITHER [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [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"”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 SECURITIES LAWS AS EVIDENCED OR BLUE SKY LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES] MAY BE PLEDGED IN COMPLIANCE WITH APPLICABLE LAWS AND IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYSECURITIES. Underlying Shares Certificates evidencing Company Securities shall not be required to contain the such legend set forth above nor or any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time (i) while an Underlying Shares a Registration Statement covering the resale of such Company Securities is effective under the Securities Act orAct, or (ii) following any sale of such Company Securities pursuant to Rule 144, or (iii) if there is not then such Company Securities are eligible for sale under Rule 144(k) or have been sold pursuant to an effective Underlying Shares Registration Statementregistration statement, at such time as or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff Staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's ’s transfer agent on the Effective Date. The Company agrees that, following Following the Effective DateDate or at such earlier time as a legend is no longer required for certain Company Securities, it will, the Company 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 or certificates representing such Underlying Shares, issued with a restrictive legendCompany Securities and an opinion of counsel to the extent required by Section 4.1(a), deliver or cause to be delivered to such Purchaser certificates a certificate representing such Underlying Shares which shall be Company Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which that enlarge the restrictions of on transfer set forth in this Section. For so long as any Purchaser owns Company Securities, the Company will not effect or publicly announce its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock.
(c) The Company acknowledges and agrees that a Purchaser may from time to time pledge or grant a security interest in some or all of the Company Securities in connection with a bona fide margin agreement or other loan or financing arrangement secured by the Company Securities and, if required under the terms of such agreement, loan or arrangement, such Purchaser may transfer pledged or secured Company Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of the pledgee, secured party or pledgor shall be required in connection therewith (unless otherwise required by the Company’s transfer agent). Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Company Securities may reasonably request in connection with a pledge or transfer of the Company 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.
Appears in 1 contract
Sources: Securities Purchase Agreement (Hi Tech Pharmacal Co Inc)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable state and federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge to an accredited investor as contemplated in Section 4.1(b), the Company shall, upon the request of the transferor and at the expense of the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form transferor and substance of which opinion shall be reasonably satisfactory acceptable to the Company, to the Company effect that such transfer does not require registration of such transferred Securities Conversion Shares and Warrant Shares shall not be required under the Securities Act. Notwithstanding As a condition of transfer, in the foregoingevent that such transfer is not made (A) in accordance with Rule 144, (B) pursuant to an effective registration statement or (C) in a transfer not involving a change in beneficial ownership, any such transferee shall (i) agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement and (ii), make the representations set forth in Sections 3.2(b) and (c) of this Agreement; provided, however, that notwithstanding the other provisions of this sentence, if the transfer does not satisfy parts (A) and (B) of this sentence but satisfies part (C) of this sentence, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement. If such conditions are satisfied, such transferee shall have the rights and obligations of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b)4.1, of a legend on any of the Securities in the following legend on the Securitiesform: NEITHER THESE SECURITIES [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [THIS SECURITY IS EXERCISABLE] HAVE HAS [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"”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON EXERCISE OF 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 EVIDENCED DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTSECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered 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 who agrees to be bound by the provisions of this Agreement and the Registration Rights Agreement and, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYif required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Underlying Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. 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, 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) under the Securities 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.
(c) Certificates evidencing the Conversion Shares and Warrant Shares shall not contain any legend (including the legend set forth above nor any other legend in Section 4.1(b) hereof), (i) if sold pursuant to a registration statement (including the conversion Registration Statement) covering the resale of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement such security that is effective under the Securities Act orAct, (ii) in connection with a sale, assignment or other transfer, in which a holder of the Conversion Shares or Warrant Shares provides the Company with an opinion of counsel, the form and substance of which opinion shall be reasonably acceptable to the Company, that the sale, assignment or transfer of the Conversion Shares or Warrant Shares may be made without registration under the applicable requirements of the Securities Act, (iii) following any sale of such Conversion Shares or Warrant Shares pursuant to Rule 144, (iv) if there is not then an effective Underlying such Conversion Shares Registration Statementor Warrant Shares are eligible for sale under Rule 144, at without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such time as Conversion Shares and Warrant Shares and without volume or manner-of-sale restrictions, or (v) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the a legal opinion included in to the Transfer Agent Instructions to promptly after the Company's transfer agent on Effective Date (but no later than 3 Business Days after the Effective Date) if required by the Transfer Agent to effect the removal of the legend in accordance with the provisions of this Agreement, at Company’s expense. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Conversion Shares and Warrant Shares, or if such Conversion Shares or Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the Conversion Shares or Warrant Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Conversion Shares or Warrant Shares or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Conversion Shares and Warrant Shares shall be issued free of all legends. The Company agrees that, that following the Effective DateDate or at such time as such legend is no longer required under this Section 4.1(c), it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Conversion Shares or certificates representing such Underlying Warrant Shares, as the case may be, issued with a restrictive legendlegend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser certificates a certificate representing such Underlying Shares which shall be shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which Transfer Agent that enlarge the restrictions of on transfer set forth in this SectionSection 4. Certificates for Conversion Shares or Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.
(d) Purchaser agrees with the Company that such Purchaser 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 sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.
Appears in 1 contract
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, such counsel and the form and substance of which opinion shall be reasonably satisfactory to counsel for the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate (as such term is defined in Rule 501(a) under the Securities Act) of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b3.1(c), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. LAWS.
(c) Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, Warrants occurs at any time while an Underlying Shares Registration Statement for the applicable Underlying Shares is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Registration Statement, at such time as time, in the opinion of counsel to the Company, such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following in the Effective Dateevent any Underlying Shares are issued with a legend in accordance with this Section 3.1(b), it will, no later than within three Trading Days following the delivery after request therefor by a Purchaser, provide such Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend would not have been required under this Section 3.1(b) had such issuance occurred on the date of such request. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Eltrax Systems Inc)
Transfer Restrictions. (a) The Holder hereby agrees that, unless otherwise agreed to by Emdeon in writing (with the approval of the board of directors of Emdeon), it shall not Transfer any of its Initial Unit Securities or Initial Option Securities except for Transfers, which are otherwise made in accordance with the Stockholders Agreement and the EBS Master LLC Agreement, as applicable, and, in the case of the Initial Option Securities, the Emdeon Inc. 2009 Equity Incentive Plan and the applicable option award agreement, as applicable, as each may be amended from time to time, (i) to a Permitted Transferee (it being understood that Class B Shares 1 This provision will not be included in agreements signed by directors. shall only be disposed of --------------------- pursuant Transferred with the corresponding EBS Units) provided such Permitted Transferee executes and delivers to an effective registration statement under the Securities Act, Emdeon a joinder agreement in a form acceptable to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that its sole discretion whereby such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and Permitted Transferee agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights Section 7, (ii) of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Class A Shares pursuant to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of tag-along rights in accordance with Section 6.3 of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective Stockholders Agreement (including in a Transfer made in accordance with Rule 144 under the Securities Act orAct), if there is not then (iii) of EBS Units and Class B Shares in an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions Exchange or pursuant to the Companyexercise of Emdeon's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer related call right set forth in Section 3.7(g) of the EBS Master LLC Agreement (it being understood that Class B Shares shall only be Transferred with the corresponding EBS Units) or (iv) the exercise of a stock option in accordance with its terms. Notwithstanding anything to the contrary in the preceding sentence (but subject to any restrictions set forth in the Stockholders Agreement and any other agreements with Emdeon or EBS Master), Holder and its Permitted Transferees may collectively Transfer, in Capped Transfers, Initial Unit Securities or Initial Option Securities, as applicable, representing up to (i) 20% of Holder’s Initial Unit Ownership Position and 20% of Holder’s Initial Option Ownership Position from and after the date hereof until the first anniversary of the IPO Date, (ii) together with all previous Capped Transfers, 50% of Holder’s Initial Unit Ownership Position and 50% of Holder’s Initial Option Ownership Position from and after the first anniversary of the IPO Date until the second anniversary of the IPO Date, (iii) together with all previous Capped Transfers, 70% of Holder’s Initial Unit Ownership Position and 70% of Holder’s Initial Option Ownership Position from and after the second anniversary of the IPO Date until the third anniversary of the IPO Date and (iv) together with all previous Capped Transfers, 100% of Holder’s Initial Unit Ownership Position and 100% of Holder’s Initial Option Ownership Position from and after the third anniversary of the IPO Date (it being understood that Class B Shares shall only be Transferred with the corresponding EBS Units). For the avoidance of doubt, the transfer restrictions in this SectionSection 7 are in addition to, and shall not in any way modify, the transfer restrictions applicable to the Initial Unit Securities or the Initial Option Securities contained in the Stockholders Agreement, the EBS Master LLC Agreement, the Emdeon Inc. 2009 Equity Incentive Plan or the applicable stock option award agreement, in each case as applicable.
Appears in 1 contract
Sources: Common Stock Subscription and Ebs Unit Vesting Agreement (Emdeon Inc.)
Transfer Restrictions. (a) The Securities a. If any Purchaser should decide to dispose of the Securities, the Warrants, the Conversion Shares or the Warrant Shares held by it, such Purchaser understands and agrees that it may do so only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities lawsincluding Rule 144 promulgated under the Securities Act ("Rule 144"). In -------- connection with any transfer of Securities any Securities, Warrants, Conversion Shares or Warrant Shares other than pursuant to an effective registration statement statement, Rule 144 or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Companycustomary for opinions of counsel in comparable transactions, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act; provided, however, that if -------- ------- the Securities, Warrants, Conversion Shares or Warrant Shares may be sold pursuant to Rule 144(k), no written opinion of counsel shall be required from the Purchaser if such Purchaser provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company by any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Transaction Documents. If a Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the imprintingeffect that a public sale, assignment or transfer of the Securities, the Conversion Shares, the Warrants and the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrants, the Conversion Shares and the Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. Notwithstanding the foregoing or anything else contained herein to the contrary, the securities may be pledged as collateral in connection with a bona fide margin account or ---- ---- other lending arrangement
b. Each Purchaser agrees to the imprinting by the Company, so long as is required by this Section 3.1(b), of the following legend on the Securities, the Warrants, the Conversion Shares and the Warrant Shares: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] REPRESENTED HEREBY 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTACT. Neither the Securities, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying the Warrants, the Conversion Shares, nor the Warrant Shares shall not be required to contain the legend set forth above nor (or any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs legend) (i) at any time while an Underlying Shares Registration Statement after transfer pursuant to a registration statement is effective under the Securities Act orcovering such security, (ii) if there is not then an effective Underlying Shares Registration Statement, at such time as in the written opinion of counsel to the Company or the Purchasers experienced in the area of United States securities laws such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission)) or (iii) if such Securities, Warrants, Conversion Shares or Warrant Shares are sold pursuant to Rule 144. The Company shall cause its counsel to issue When requested, which request will be accompanied by the legal opinion included in certificate representing such shares, the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, that it will, no later than three Trading Days following the delivery by a will provide each Purchaser to the Company of with a certificate or certificates representing such Underlying Securities, Warrants, Conversion Shares or Warrant Shares, free from such legend at such time as such legend is no longer required hereunder. If such certificate or certificates had previously been issued with such a restrictive legend or any other legend, deliver to the Company shall, upon request, receive such Purchaser certificate or certificates representing such Underlying free of any legend.
c. Notwithstanding the foregoing, the Purchaser's disposition of the Conversion Shares which and the Warrant Shares shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions subject to any transfer agent of Suspension Periods (as defined in the Company which enlarge the restrictions of transfer Registration Rights Agreement) set forth in this SectionSection 3(r) of the Registration Rights Agreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (Satcon Technology Corp)
Transfer Restrictions. (a) The Securities No Certificate may only be disposed of --------------------- resold, assigned or transferred (including by pledge or hypothecation) unless such resale, assignment or transfer is (i) pursuant to an effective registration statement under the Securities ActAct and any applicable state securities or “Blue Sky” laws, to the Company or (ii) pursuant to an available Rule 144A promulgated under the Securities Act (“Rule 144A”) or (iii) pursuant to another exemption from or in a transaction not subject to the registration requirements of the Securities Act and, except for transfers among Affiliates of the Depositor, subject to the receipt by the Owner Trustee and the Depositor of (A) a certification by both the prospective transferor and the prospective transferee of the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee and the Depositor and (B) an opinion of counsel (which will not be at the expense of the Depositor or the Owner Trustee), satisfactory to the Depositor and the Owner Trustee, to the effect that the transfer is in compliance with the Securities Act, and and, in each case, in compliance with any applicable federal and securities or “Blue Sky” laws of any state securities lawsof the United States. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Companyaddition, except as otherwise set forth herein, the Company may require the transferor thereof to each transferee shall provide to the Company Owner Trustee its tax identification number, address, nominee name (if applicable) and wire transfer instructions. Prior to any resale, assignment or transfer of the Certificates described in clause (ii) above except for a resale, assignment or transfer to an Affiliate of the Depositor, each transferor of the Certificates shall be required to execute or to have executed a representation letter substantially in the form of Exhibit B, and each transferee shall be required to execute or to have executed a representation letter substantially in the form of Exhibit C, or each may deliver such other representations (or an opinion of counsel selected counsel) as may be approved by the transferor, Owner Trustee and the form and substance of which opinion shall be reasonably satisfactory to the CompanyDepositor, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser may be made pursuant to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) exemption from registration under the Securities Act and any applicable state securities or “Blue Sky” laws. In addition, such prospective purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Owner Trustee or the Depositor, to support the truth and accuracy of the foregoing acknowledgments, representations and agreements, it being understood that it such additional information is acquiring not intended to create additional restrictions on the transfer of the Certificates. None of the Depositor, the Issuer or the Owner Trustee shall be obligated to register the Certificates under the Securities solely for investment purposes Act or any state securities or “Blue Sky” laws. In determining compliance with the transfer restrictions contained in this Section 3.11, the Owner Trustee may rely upon a written opinion of counsel (subject to which may include in-house counsel of the qualifications hereoftransferor). Any such transferee , the cost of obtaining which shall agree in writing be an expense of the Holder of the Certificate to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreementtransferred.
(b) The Purchasers agree Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the imprintingprovisions of Title 1 of ERISA, so long as (ii) a plan described in Section 4975(e) (1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of such plan’s investment in the entity (each, a “Benefit Plan”). By accepting and holding a Certificate, the Holder thereof and the beneficial owner of the Certificate shall be deemed to have represented and warranted that it is required not a Benefit Plan. The Owner Trustee shall have no duty to determine whether the Certificates are owned by this a Benefit Plan.
(c) Certificates shall only be transferred to a Person that is a United States Person (within the meaning of Section 3.1(b7701(a)(30)), unless the Trust has received an Opinion of Counsel that such transfer will not cause the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, Trust to be subject to United States withholding tax as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company consequence of a certificate or certificates representing Non-United States Person holding such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionCertificate.
Appears in 1 contract
Sources: Trust Agreement (Bank One Auto Securitization Trust 2003-1)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement. The Purchasers may not transfer Debentures or Warrants to a competitor of the Company without the prior consent of the Company.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, Warrants occurs at any time while an Underlying Shares Registration Statement for the applicable Underlying Shares is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Registration Statement, at such time as time, in the opinion of counsel to the Company, such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective DateDate for each Underlying Shares Registration Statement. The Company agrees that, following in the Effective Dateevent any Underlying Shares are issued with a legend in accordance with this Section 3.1(b), it will, no later than within three Trading Days following the delivery after request therefor by a Purchaser, provide such Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend would not have been required under this Section 3.1(b) had such issuance occurred on the date of such request. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Onemain Com Inc)
Transfer Restrictions. (a) The Securities Conversion Shares, the Debtholder Warrant Shares and the Restated Warrant Shares may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities the Conversion Shares, the Debtholder Warrant Shares and the Restated Warrant Shares other than pursuant to an effective registration statement or to the CompanyUtix or pursuant to Rule 144(k), except as otherwise set forth herein, the Company Utix may require the transferor thereof to provide to the Company Utix an opinion of counsel selected by the transferortransferor (with the costs associated with the production of such opinion borne by Utix), the form and substance of which opinion shall be reasonably satisfactory to the CompanyUtix, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Utix hereby consents to and agrees to register on the books of the Company Utix and with its Transfer Agent, without any transfer agent for the securities of the Company such legal opinion, any transfer of Securities the Conversion Shares, the Debtholder Warrant Shares or the Restated Warrant Shares by a Purchaser an Investor to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accountsInvestor, provided that the transferee certifies to the Company Utix that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act Act. In addition, if an Investor reasonably believes that a transfer may be made in compliance with the rules and that regulations of the Commission, the Investor may request a transfer of the Conversion Shares, the Debtholder Warrant Shares and the Restated Warrant Shares without obtaining such legal opinion, but Utix (if it is acquiring the Securities solely for investment purposes (subject unsure of transferability) may itself seek a legal opinion before being required to the qualifications hereof)take any action. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers Investors agree to the imprinting, so long as is required by this Section 3.1(b)6, of the following legend on any Conversion Shares, the SecuritiesDebtholder Warrant Shares or the Restated Warrant Shares: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTSECURITIES. Certificates evidencing the Conversion Shares, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying the Debtholder Warrant Shares and the Restated Warrant Shares shall not be required to contain the such legend set forth above nor or any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time (i) while an Underlying Shares a Registration Statement covering the resale of such Conversion Shares, the Debtholder Warrant Shares and the Restated Warrant Shares is effective under the Securities Act orAct, or (ii) following any sale of such Conversion Shares, the Debtholder Warrant Shares or the Restated Warrant Shares pursuant to Rule 144, or (iii) if there is not then an effective Underlying such Conversion Shares, the Debtholder Warrant Shares Registration Statementor the Restated Warrant Shares are eligible for sale under Rule 144(k), at or (iv) if (in the written opinion of competent securities counsel rendered to Utix, with the costs associated with the production of such time as opinion borne by Utix) such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on Following the Effective Date. The Company agrees thatDate or at such earlier time as a legend is no longer required for certain Conversion Shares, following the Effective DateDebtholder Warrant Shares or the Restated Warrant Shares, it will, Utix will no later than three (3) Trading Days following the delivery by a Purchaser an Investor to Utix or the Company Transfer Agent of a legended certificate or certificates representing such Underlying Conversion Shares, issued with a restrictive legend, deliver or cause to be delivered to such Purchaser certificates Investor a certificate representing such Underlying Conversion Shares, Debtholder Warrant Shares which shall be or Restated Warrant Shares that are free from all restrictive and other legends. The Company Utix may not make any notation on its records or give instructions to any transfer agent of the Company which Utix that enlarge the restrictions of on transfer set forth in this Section.
Appears in 1 contract
Sources: Loan Agreement (Utix Group Inc)
Transfer Restrictions. (a) The Securities If any Purchaser should decide to dispose of any Debentures (and upon conversion thereof any of the Underlying Shares) or Warrants (and upon exercise thereof any of the Warrant Shares) held by it, each Purchaser understands and agrees that it may do so only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of any Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an a written opinion of counsel selected by the transferorcounsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company (i) any transfer of Securities by a one Purchaser to another Purchaser, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, and (ii) any transfer by any Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such an Affiliate of another Purchaser, and or any transfer among any such Affiliates or one or more funds or managed accountsAffiliates, provided that the transferee certifies in writing to the Company that it is an "accredited investor" (as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereofRegulation D). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Each Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] REPRESENTED HEREBY 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT. The Underlying Shares issuable upon conversion of the Debentures and the Warrant Shares issuable upon exercise of the Warrants shall not contain the legend set forth above nor any other legend if the such conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement a registration statement is effective under the Securities Act or, if or in the event there is not then an effective Underlying Shares Registration Statement, registration statement at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included time, if in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser written opinion of counsel to the Company of a certificate or certificates representing (such Underlying Shares, issued with a restrictive legend, deliver opinion to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of furnished at the Company which enlarge the restrictions of transfer set forth in this Section.sole expenses of
Appears in 1 contract
Sources: Securities Purchase Agreement (Team Communication Group Inc)
Transfer Restrictions. (a) The Securities a. If any Purchaser should decide to dispose of the Debentures, the Warrants, the Debenture Shares or the Warrant Shares held by it, such Purchaser understands and agrees that it may do so only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, Act and in compliance with any applicable federal blue sky and state securities laws. In connection with any transfer of Securities any Debentures, Warrants, Debenture Shares or Warrant Shares other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Companycustomary for opinions of counsel in comparable transactions, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities ActAct and qualification under applicable blue sky and state securities laws. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with affect any transfer agent for the securities of the Company by any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)Act. Any such transferee shall also agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementTransaction Documents.
(b) The Purchasers agree b. Each Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the SecuritiesUnderlying Shares: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE SECURITIES DEPARTMENT OR COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND APPLICABLE BLUE SKY OR STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY OR STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROMEXEMPTIONS THEREFROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH OR ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS. The Underlying Shares shall not contain the legend set forth above nor (or any other legend legend) if (i) the conversion of Debentures or the exercise sale of the Warrants, as the case may be, occurs at any time while an Underlying Shares is pursuant to an effective Registration Statement is effective (as defined in the Registration Rights Agreement) under the Securities Act orAct, (ii) if there is not then an effective Underlying Shares Registration Statement, at such time as in the written opinion of counsel to the Company experienced in the area of United States securities laws such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) or (iii) if such Underlying Shares may be sold pursuant to Rule 144 promulgated under the Securities Act ("Rule 144"). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatthat it will provide each Purchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such the Underlying Shares, free from such legend at such time as such legend is no longer required hereunder. If such certificate or certificates had previously been issued with such a restrictive legend or any other legend, deliver the Company shall, upon request and delivery of such certificate or certificates to the Company by such Purchaser, reissue to such Purchaser such certificate or certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make of any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Sectionlegend.
Appears in 1 contract
Sources: Securities Purchase Agreement (Provident American Corp)
Transfer Restrictions. (a) The Securities If any Exchange Holder should decide to dispose of any Investor Shares held by it, each Exchange Holder understands and agrees that it may dispose of such Investor Shares only be disposed of --------------------- pursuant to an effective registration statement under the Securities ActAct and the applicable state blue-sky laws, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, Act and in compliance with any the applicable federal and state securities blue-sky laws. In connection with any transfer of Securities any of the Investor Shares other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an a written opinion of counsel selected by the transferorcounsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities ActAct and the applicable state blue-sky laws. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company (i) any transfer of Securities Investor Shares by a Purchaser one Exchange Holder to another Exchange Holder, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, and (ii) any transfer by any Exchange Holder to an Affiliate of such Purchaser Exchange Holder or to one an Affiliate of another Exchange Holder, or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accountsAffiliates, provided that the transferee certifies in writing to the Company that it is an "accredited investor" (as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereofRegulation D). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementAgreement of the Exchange Holder from which it has received the transferred shares.
(b) The Purchasers Exchange Holders agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the SecuritiesInvestor Shares: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] REPRESENTED HEREBY 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionACT.
Appears in 1 contract
Transfer Restrictions. (a) The Securities If any Purchaser should decide to dispose of Shares or any portion of the Warrants (and upon conversion or exercise thereof, as the case may be, any of the Underlying Shares) held by it, each Purchaser understands and agrees that it may do so only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities any Shares or any Underlying Shares other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company (i) any transfer of Securities Shares or Warrants by a one Purchaser to another Purchaser, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, and (ii) any transfer of Shares or Warrants by any Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such an Affiliate of another Purchaser, and or any transfer among any such Affiliates or one or more funds or managed accountsAffiliates, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes matters set forth in Sections 2.2(b) through (subject f) are true with respect to the qualifications hereof)it. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Each Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the SecuritiesShares, the Warrants and the Underlying Shares: [NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLECONVERTIBLE HAVE] [EXERCISABLETHE SECURITIES REPRESENTED HEREBY HAVE NOT] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. [FOR SHARES ONLY] THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND CONVERSION SET FORTH IN A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS EVIDENCED OF FEBRUARY 2, 1998, EXECUTED BY THE ORIGINAL HOLDER HEREOF. A LEGAL OPINION COPY OF COUNSEL TO THAT AGREEMENT IS ON FILE AT THE TRANSFEROR TO SUCH EFFECTPRINCIPAL OFFICE OF GENUS, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYINC. The Underlying Shares issuable upon conversion of the Shares or as payment of dividends thereon or exercise of the Warrants shall not contain the legend set forth above nor any other legend if in the conversion written opinion of Debentures or counsel to the exercise Company experienced in the area of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as United States securities laws such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatthat it will provide each Purchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Sectionsuch legend at such time as such legend is no longer required hereunder.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Genus Inc)
Transfer Restrictions. (a) The Investor covenants to the Company that the Securities may will only be disposed of --------------------- pursuant to an effective registration statement under under, and in compliance with the requirements of, the Securities Act, to the Company Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than a transfer (i) pursuant to an effective registration statement or (ii) to the Company, except as otherwise set forth hereinor (iii) pursuant to Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with its Transfer Agent, without any transfer agent for the securities of the Company such legal opinion, any transfer of Securities by a Purchaser the Investor to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accountsthe Investor, provided that the transferee certifies to the Company that it is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act and provided that it is acquiring such Affiliate does not request any removal of any existing legends on any certificate evidencing the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementSecurities.
(b) The Purchasers agree Investor agrees to the imprinting, so long as is until no longer required by this Section 3.1(b4.1(b), of the following legend on any certificate evidencing any of the Securities, together with any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Securities may be listed: “NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] CONVERTIBLE HAVE 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 ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR SOLD HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying OR BLUE SKY LAWS.” Certificates evidencing the Common Shares shall not be required to contain the such legend set forth above nor or any other legend if (i) while a registration statement (including the conversion of Debentures or Registration Statement) covering the exercise resale of the Warrants, as the case may be, occurs at any time while an Underlying Common Shares Registration Statement is effective under the Securities Act orand a prospectus meeting the requirements of Section 10 of the Securities Act is available with respect to such Common Shares, (ii) following any sale of such Common Shares pursuant to Rule 144, or (iii) if there is not then an effective Underlying such Common Shares Registration Statementare eligible for sale under Rule 144(b)(1), at such time as or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff Staff of the CommissionSEC). The At such time as a legend is no longer required for certain Common Shares, the Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser the Investor to the Company or the Company’s Transfer Agent of a legended certificate or certificates representing such Underlying Common Shares, issued with and a restrictive legendrequest for legend removal, accompanied in the case of a request under Section 4.1(c)(iv) by an opinion of counsel to the Investor, which counsel may be Investor’s internal counsel, to the effect that such legend is not required, deliver or cause to such Purchaser certificates be delivered to the Investor a certificate representing such Underlying Common Shares which shall be that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which that enlarge the restrictions of on transfer set forth in this SectionSection 4.1(b).
(c) The Company will not object to and shall permit (except as prohibited by law) the Investor to pledge or grant a security interest in some or all of the Securities in connection with a bona fide margin agreement with a registered 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 who agrees to be bound by the provisions of this Agreement, and if required under the terms of such arrangement, the Company will not object to and shall permit (except as prohibited by law) the Investor to transfer pledged or secured Securities to the pledgees or secured parties. Except as required by law, such a pledge or transfer would not be subject to approval of the Company, no legal opinion of the pledgee, secured party or pledgor shall be required in connection therewith (but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Investor transferee of the pledge), and no notice shall be required of such pledge. The Investor 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 the Investor and its pledgee or secured party. At the appropriate Investor’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. Provided that the Company is in compliance with the terms of this Section 4.1(c), the Company’s indemnification obligations pursuant to Section 6.4 shall not extend to any Proceeding or Losses arising out of or related to this Section 4.1(c).
Appears in 1 contract
Sources: Securities Purchase Agreement (Alseres Pharmaceuticals Inc /De)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accountsfunds, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)purposes. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a the Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or Shares, the payment of dividends thereon, and exercise of the WarrantsWarrant or other issuances of Underlying Shares as contemplated hereby, as by the case may be, Certificate of Designation or the Warrants occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Registration Statement, at such time as time, in the opinion of counsel to the Company, such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion reliance letter included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Dateday that the Underlying Shares Registration Statement is declared effective by the Commission. The Company agrees that, following in the Effective Dateevent any Underlying Shares are issued with a legend in accordance with this Section 3.1(b), it will, no later than within three (3) Trading Days following the delivery after request therefor by a Purchaser, provide such Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend would not have been required under this Section 3.1(b) had such issuance occurred on the date of such request. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (E Digital Corp)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities (x) between Purchasers and (y) by a Purchaser to an Affiliate of such Purchaser thereof or to one or more funds or managed accounts an investment fund under common management with such Purchaser, and or any transfer among any such Affiliates or one or more funds or managed accountsfunds, provided that that, in each case, the transferee certifies to the Company that it is an "accredited investor" as defined the representations and warranties contained in Rule 501(a) under the Securities Act Section 2.2 are true and that it is acquiring the Securities solely for investment purposes (subject correct with respect to the qualifications hereof)such transferee. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b)3.1, of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. LAWS.
(c) Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or Debentures, the payment of interest thereon, exercise of Warrants or other issuances of Underlying Shares as contemplated hereby or by the Warrants, as the case may be, Debentures occurs at any time while an Underlying Shares Securities Registration Statement covering the resale of such Underlying Shares is effective under the Securities Act or, if or in the event there is not then an effective Underlying Shares Securities Registration Statement, Statement at such time as time, if in the opinion of counsel to the Company such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions attached hereto as Exhibit F to the Company's transfer agent on the Effective Series A Closing Date. The Company agrees thatthat it will cause its Transfer Agent to provide the Purchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend is no longer required hereunder upon surrender of the legended certificates duly endorsed. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
(d) The Purchaser agrees to dispose of Underlying Shares represented by unlegended certificates only pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to Rule 144 promulgated under the Securities Act (and to comply with the requirements of Section 3(q) of the Registration Rights Agreement) and acknowledges that the Company is relying upon the Purchaser's agreement in this Section in agreeing to issue certificates for Underlying Shares without legend as provided for herein.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Possis Medical Inc)
Transfer Restrictions. (a) The Securities Purchasers may only be disposed dispose of --------------------- the Securities held by them, pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to counsel to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser Purchasers to an Affiliate of such Purchaser the Purchasers, or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accountsAffiliates, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a the Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: [NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLECONVERTIBLE HAVE] [EXERCISABLETHE SECURITIES REPRESENTED HEREBY HAVE NOT] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. [FOR SHARES ONLY] THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS EVIDENCED OF JULY 8, 1998, EXECUTED BY THE ORIGINAL HOLDER HEREOF. A LEGAL OPINION COPY OF COUNSEL TO THAT AGREEMENT IS ON FILE AT THE TRANSFEROR TO SUCH EFFECTPRINCIPAL OFFICE OF USCI, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYINC. The Underlying Shares issuable upon conversion of the Shares or as payment of dividends thereon shall not contain the legend set forth above nor any other legend if the conversion of Debentures such Shares or the payment of such dividends thereon or exercise of the Warrants, as the case may be, Warrants occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if or in the event there is not then an effective Underlying Shares Registration Statement, Statement at such time as time, if in the written opinion of counsel to the Company experienced in the area of United States securities laws such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue agrees that it will provide the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatPurchasers, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Sectionsuch legend at such time as such legend is no longer required hereunder.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Usci Inc)
Transfer Restrictions. (a) The Securities may only be disposed To the extent the following activities involve or will involve the practice of --------------------- any XOMA Patent Rights and/or XOMA Know-How pursuant to, or any claim to an effective registration statement benefit of, any license or right granted under this Agreement, Merck shall not [*] (“Transferred Materials”) to any Third Party until (in the Securities Act, case of either clause (i) or clause (ii)) such time as it has provided to such Third Party the Company redacted copy of this Agreement referred to in Section 5.2 and the form of notice set out at Schedule 2.5. Merck covenants that it shall not Dispose of or pursuant sell to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with Third Party any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, Merck Antibody Phage Display Materials except as otherwise set forth hereinexpressly permitted under this Agreement. For any entity that is an Existing Merck Collaborator, Merck shall use commercially reasonable efforts to comply with the Company may require provisions of this Section 2.5(a) as soon as practicable after the transferor thereof Effective Date. Any transfers of the XOMA Know-How to provide any Merck Collaborator shall only be as reasonably necessary for the activities to the Company an opinion of counsel selected be undertaken by the transferor, the form Merck Collaborator as a Merck Collaborator and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that occur only after such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and Merck Collaborator agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of keep such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementXOMA Know-How confidential.
(b) The Purchasers agree Except with respect to Existing Merck Collaborators, if Merck enters into a written arrangement after the Effective Date with any Third Party for activities as to which Merck or such Third Party, as a Merck Collaborator, claims or intends to claim the benefits of any of the licenses or other grants provided for by this Agreement, such written arrangement shall contain provisions (i) pursuant to which the recipient of any Transferred Materials agrees to abide by each of the limitations, restrictions and other obligations pertaining to the imprinting, so long as is required Transferred Materials applicable to Merck Collaborators contained in this Agreement; (ii) implementing a covenant not to use Transferred Materials for any purpose other than for Research and Development otherwise authorized by this Section 3.1(b), Agreement; (iii) providing that the payment of any amounts by such Merck Collaborator is not in consideration for the use of any of the following legend on XOMA Patent Rights and (iv) permitting the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain recipient of such Transferred Materials to further Dispose of such Transferred Materials only to a Third Party who otherwise meets the legend set forth above nor any other legend if the conversion definition of Debentures or the exercise Merck Collaborator and who executes a written agreement in which it undertakes all of the Warrantsobligations applied to the transferring party. [*] For the avoidance of doubt, the right of a Merck Collaborator, shall, as it relates to Research and Development, encompass any product or process claims contained within the case may beXOMA Patent Rights, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions but only to the Company's transfer agent on extent such activities are reasonably necessary to the collaboration as to which such person or entity is a Merck Collaborator and then only to the extent Merck or a Merck Affiliate Controls any composition(s) of matter or article(s) of manufacture arising out of such practice of such claims. For any entity that is an Existing Merck Collaborator, Merck shall use commercially reasonable efforts to comply with the provisions of this Section 2.5(b) as soon as practicable after the Effective Date. Notwithstanding any other provision of this Agreement, Merck’s failure to have secured the written agreement of any such Existing Merck Collaborator to comply with this Section 2.5(b) shall not give rise to a breach of this Agreement by Merck (provided that Merck has exercised commercially reasonable efforts in the attempt to secure the agreement of the Existing Merck Collaborator) but shall result in the loss by such Existing Merck Collaborator of all of its rights under this Agreement.
(c) The Company agrees thatprovisions of Section 2.5(a) shall not apply to (i) any Development Service Provider, following provided, however, that no customer, client or user of the Effective DateDevelopment Service Provider’s services or materials generated thereby (other than, it willas applicable, no later than three Trading Days following the delivery as properly used by Merck, a Purchaser to the Company of Merck Affiliate or a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which Merck Collaborator under this Agreement) shall be free from all restrictive and other legends. The Company may not make deemed to have been granted any notation on its records rights or give instructions to any transfer agent licenses under the XOMA Patent Rights or the XOMA Know-How as a result of the Company application of this Section 2.5(c); or (ii) the XOMA Authorized Site with which enlarge Merck has entered into a manufacturing agreement in accordance with the restrictions provisions of transfer set forth in this SectionSection 3.2.
Appears in 1 contract
Sources: License Agreement (Xoma LTD /De/)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the CompanyCompany or pursuant to Rule 144(k), except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any transfer agent for the securities of the Company such legal opinion, any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)Act. Any As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long except as is required otherwise permitted by this Section 3.1(b4.1(c), of the following legend on the any certificate evidencing Securities: NEITHER [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLEEXERCISABLE] [EXERCISABLECONVERTIBLE]] 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 SECURITIES LAWS AS EVIDENCED OR BLUE SKY LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares SECURITIES.
(c) Certificates evidencing Securities shall not be required to contain the legend set forth above nor in Section 4.1(b) or any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time (i) while an Underlying Shares a Registration Statement covering the resale of such Securities is effective under the Securities Act orAct, or (ii) following any sale of such Securities pursuant to Rule 144, or (iii) if there is not then an effective Underlying Shares Registration Statementsuch Securities are eligible for sale under Rule 144(k), at such time as or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff Staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following Following the Effective DateDate or at such earlier time as a legend is no longer required for certain Securities, it the Company 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 or certificates representing such Underlying Shares, issued with a restrictive legendSecurities, deliver or cause to be delivered to such Purchaser certificates a certificate representing such Underlying Shares which shall be Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which that enlarge the restrictions of on transfer set forth in this SectionSection 4.1(b). For so long as any Purchaser owns Securities, the Company will not effect or publicly announce its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock.
(d) The Company acknowledges and agrees that a Purchaser may from time to time pledge or grant a security interest in some or all of the Securities in connection with a bona fide margin agreement or 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 of the Company and no legal opinion of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. 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.
(e) In addition to any other rights available to a Purchaser, if the Company fails to deliver to such Purchaser a certificate representing Common Stock by the third Trading Day after the date on which delivery of such certificate is required by any Transaction Document, and if after such third Trading Day such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of the shares that the Purchaser anticipated receiving from the Company (a "Buy-In"), then, in the Purchaser's sole discretion, the Company shall, within three Trading Days after such Purchaser's request either (i) pay cash to such Purchaser in an amount equal to such Purchaser'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 certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such Common Stock and pay cash to such Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Price on the date of the event giving rise to the Company's obligation to deliver such certificate.
Appears in 1 contract
Sources: Securities Purchase Agreement (Millennium Biotechnologies Group Inc)
Transfer Restrictions. (a) The BMO covenants that it will not transfer any Payment Shares (as defined below) other than to the Company (i) until the earlier of (x) the effectiveness of any Registration Statement (as such term is defined in the Amended and Restated Investor Rights Agreement), or (y) the date that is permitted in accordance with Rule 144 promulgated under the Securities may Act of 1933, as amended (the “Securities Act”), or (ii) at any time that BMO is in possession of material nonpublic information regarding the Company. BMO further covenants that it will dispose of Payment Shares only be disposed of --------------------- pursuant to an effective registration statement under under, and in compliance with the requirements of, the Securities Act, to the Company Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities the Payment Shares, among any other than pursuant to an effective registration statement or to the Company, except as otherwise set forth hereinrequirement of this Agreement, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any such legal opinion, except to the extent that the transfer agent for the securities of the Company requests such legal opinion, any transfer of Securities Payment Shares by a Purchaser BMO to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accountsaffiliate thereof, provided that the transferee certifies to the Company that it is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act and provided that it is acquiring such affiliate does not request any removal of any existing legends on any certificate evidencing the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementPayment Shares.
(b) The Purchasers agree BMO agrees to the imprinting, so long as is until no longer required by this Section 3.1(b3(b), of the following legend on any certificate evidencing any of the SecuritiesPayment Shares: NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A PAYMENT AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, DATED DECEMBER 6, 2021, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [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 ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTOR BLUE SKY LAWS. Upon the written request of BMO and subject to the provisions of this Section 3(b), THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other shall be removed and the Company shall as promptly as reasonably practicable issue a certificate without such legend if to the conversion of Debentures or the exercise holder of the WarrantsPayment Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account of The Depository Trust Company (DTC), as unless otherwise required by state securities laws, (i) in connection with a sale of such Payment Shares pursuant to an effective registration statement, (ii) in connection with a sale, assignment or other transfer, if such holder provides the case Company with an opinion of counsel, the form and substance of which opinion shall be reasonably acceptable to the Company, that the sale, assignment or transfer of the Payment Shares may be, occurs at any time while an Underlying Shares Registration Statement is effective be made without registration under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act or (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to iii) if such holder provides the Company of a certificate with reasonable assurance that the Payment Shares can be sold, assigned or certificates representing transferred pursuant to Rule 144 and such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Payment Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Sectionhave been sold under Rule 144.
Appears in 1 contract
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement. Each Purchaser shall indicate its intention to sell Underlying Shares under Rule 144 promulgated under the Securities Act by checking the appropriate box in the conversion notice or exercise notice (as applicable).
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the Shares and exercise of the WarrantsWarrants or other issuances of Underlying Shares as contemplated hereby, as by the case may be, Certificate of Designation or the Warrants occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Registration Statement, Statement at such time as time, if, in the opinion of counsel to the Company, such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Dateday that the Underlying Shares Registration Statement is declared effective by the Commission (the "EFFECTIVE DATE"). The Company agrees that, following in the Effective Dateevent any Underlying Shares are issued with a legend in accordance with this Section 3.1(b), it will, no later than within three (3) Trading Days following the delivery after request therefor by a Purchaser, provide such Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend would not have been required under this Section 3.1(b) had such issuance occurred on the date of such request. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Global Technologies LTD)
Transfer Restrictions. (a) The Purchaser acknowledges and agrees that (i) no Transfer of the Shares may be made prior to April 15, 2004 (other than to the Company), (ii) the foregoing restriction on Transfer is reasonable in light of the nature of the transactions contemplated by this Agreement and Purchaser's investment goals in connection with its acquisition of the Securities, and (iii) the Company would not have entered into this Agreement but for the agreement of Purchaser set forth in this Section 4.4(a). --------------
(b) If Purchaser should decide to dispose of any of the Securities to be purchased by it or any Underlying Shares, Purchaser understands and agrees that it may do so only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company Act (and registration or qualification under all applicable state and foreign securities Laws) or pursuant to an available exemption from or in a transaction not subject to the registration requirements of under the Securities Act, Act and in compliance with any applicable federal such state and state foreign securities lawsLaws. In connection with any offer, resale, pledge or other transfer (individually and collectively, a "Transfer") of any Securities or Underlying Shares other than pursuant to an -------- effective registration statement, (i) the transferor shall have notified the Company of the proposed Transfer and shall have furnished the Company with a statement or to in reasonable detail of the Companycircumstances surrounding the proposed Transfer, except as otherwise set forth herein, and (ii) the Company may require that the transferor thereof to of such Securities or Underlying Shares provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory in form and substance to the Company, to the effect that such transfer does Transfer is being made pursuant to an exemption from, or in a transaction not require subject to, the registration requirements of the Securities Act and any applicable state or foreign securities Laws. In the discretion of the Company, the Company may condition any Transfer of any Securities or Underlying Shares (other than pursuant to an effective registration statement, pursuant to Rule 144 promulgated under the Securities Act or pursuant to a distribution by Purchaser to its partners such that such partners upon receipt of such transferred Securities securities will be eligible to sell such securities pursuant to Rule 144(k) promulgated under the Securities Act. Notwithstanding , provided that, in the foregoingcase of any such distribution, Purchaser shall have provided to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company, without requiring to such effect) upon the transferee's delivery to the Company of a legal opinion as described written agreement, in form and substance satisfactory to the immediately preceding sentenceCompany, hereby consents whereby the transferee (i) makes such representations and warranties to and agrees to register on for the books benefit of the Company as are comparable to the representations and with any transfer agent for warranties of Purchaser set forth in Article IV of this Agreement, as and to the securities of extent applicable to the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaserproposed Transfer, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a(ii) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing agrees to be bound by the terms of transfer restriction set forth in this Agreement and shall have the rights of a Section 4.4. Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree agrees to the ----------- imprinting, so long as is required by this Section 3.1(b)appropriate, of substantially the following legend on certificates representing the SecuritiesSecurities and any Underlying Shares: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] (THE "SECURITIES") EVIDENCED HEREBY 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 ANY STATE OR FOREIGN SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES THAT IT WILL NOT OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER (INDIVIDUALLY AND COLLECTIVELY, A "TRANSFER") THE SECURITIES EVIDENCED HEREBY, EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (AND REGISTRATION OR QUALIFICATION UNDER ALL APPLICABLE STATE AND FOREIGN SECURITIES LAWS), OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE AND FOREIGN SECURITIES LAWS. IF THE PROPOSED TRANSFER IS TO BE MADE OTHER THAN PURSUANT TO CLAUSE (A) ABOVE, 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 OR ANY STATE OR FOREIGN SECURITIES LAW. IN ACCORDANCE ADDITION, THE SECURITIES MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION SECTION 4.4 OF COUNSEL THE PURCHASE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED. ----------- COPIES OF SUCH PURCHASE AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE SECRETARY OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain Purchaser also agrees to the imprinting, so long as appropriate, of substantially the following legend on certificates representing the Shares: THE SHARES EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN TO THE COMPANY PRIOR TO APRIL 15, 2004. The legends set forth above nor any other legend relating to securities Law matters may be removed if and when the conversion of Debentures Securities or the exercise of the WarrantsUnderlying Shares, as the case may be, occurs at any time while represented by such certificate are disposed of pursuant to an Underlying Shares Registration Statement is effective registration statement under the Securities Act oror the Company receives an opinion of counsel, if there is not then reasonably satisfactory to the Company, that such legends may be removed. The Share certificates, Warrants and certificates for Underlying Shares shall also bear any additional legends required by applicable federal, state or foreign securities Laws, which legends (together with the legends set forth above relating to securities Law matters) may be removed when, in the opinion of counsel to the Company, the same are no longer required under the applicable requirements of such securities Laws. Purchaser agrees that, in connection with any Transfer of Securities by it pursuant to an effective Underlying Shares Registration Statementregistration statement under the Securities Act, at such time as such legend is not required under applicable it will comply with all prospectus delivery requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff will affect all Transfers thereunder in accordance with such registration statement and all requirements of the Commission)applicable federal, state and foreign securities Laws. The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions makes no representation, warranty or agreement as to the Company's transfer agent on availability of any exemption from registration under the Effective DateSecurities Act or any state or foreign securities Laws with respect to any resale of Securities or Underlying Shares. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser is authorized to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on notify its records or give instructions to any transfer agent of the Company which enlarge status of any Securities or Underlying Shares bearing any of the foregoing legend(s) and to take such other action as shall be reasonable and proper to prevent any violation of the Securities Act, any state or foreign securities Laws or any other restrictions of transfer on Transfer set forth in herein.
(c) The provisions of this SectionSection 4.4 shall not be construed to limit any ----------- of the obligations of Purchaser under the Warrants.
Appears in 1 contract
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, Company and except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities (x) between Purchasers and (y) by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and Purchaser or any transfer among any such Affiliates or one or more funds or managed accountsfunds, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in within the meaning of Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)purposes. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL THAT SUCH SALE MAY BE MADE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionLAWS.
Appears in 1 contract
Sources: Securities Purchase Agreement (Allou Health & Beauty Care Inc)
Transfer Restrictions. No Stockholder shall Transfer any Company Securities held by such Stockholder except that, commencing on the day after the Closing Date:
(a) The any Investor Stockholder shall be entitled at any time to Transfer all or any portion of its Company Securities to any Affiliate of such Person, to any fund which such Investor Stockholder manages or to any Person acquiring such Investor Stockholder’s investment portfolio;
(b) any Stockholder who is a natural person (an “Individual Transferor”) may Transfer all or any portion of his Company Securities to any Permitted Transferee, and any Permitted Transferee of all or any part of such Individual Transferor’s Company Securities may thereafter Transfer all or any portion of such Company Securities to any other Permitted Transferee of such Individual Transferor if, and only be disposed of --------------------- if, in each case (i) such Individual Transferor retains exclusive control of, and continues to exercise, all voting and consent rights with respect to any such Company Securities Transferred to a Permitted Transferee pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or a proxy in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the CompanyBoard, or as trustee of any trust to the effect that which such transfer Company Securities are Transferred, (ii) any trust to which such Company Securities are transferred does not require registration or permit distribution of such transferred Company Securities under during the Securities Act. Notwithstanding term of this Agreement and (iii) the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and Permitted Transferee agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms provisions of this Agreement Agreement; and
(c) each Stockholder shall be permitted or required, as applicable, to transfer his or its Company Securities as permitted or required, as applicable, pursuant to Sections 4.1, 4.2, 5.1, 5.2 and shall have 6.1 hereof, pursuant to Section B.5 of Article FOURTH of the rights Certificate of Incorporation and pursuant to a Purchaser under this Agreement and Wand Consulting Agreement; provided, that in the Registration Rights Agreement.
case of Transfers permitted pursuant to Section 2.1(a) or (b) The Purchasers agree above, the transferring Stockholder shall (i) provide prior written notice to the imprintingCompany of such proposed Transfer (ii) if requested by the Board, so long as is required by this Section 3.1(b)an opinion of counsel, in form and substance reasonably satisfactory to the Board, that such Transfer will not require registration of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective such Company Securities under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of and (iii) cooperate with the Securities Act Company (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel cooperate with such Stockholder) to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive make any Form A filings and other legends. The Company insurance regulatory filings as may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth be required in this Sectionconnection with such Transfer.
Appears in 1 contract
Sources: Investor Rights Agreement (Republic Companies Group, Inc.)
Transfer Restrictions. (a) The Securities If any Purchaser should --------------------- decide to dispose of any portion of the principal amount of the Convertible Debentures, any of the Shares or any portion of the Warrant to be purchased by it hereunder (and upon conversion or exercise thereof, any Underlying Shares or Warrant Shares, as applicable), such Purchaser understands and agrees that it may do so only be disposed of --------------------- (i) pursuant to an effective registration statement under the Securities Act, (ii) to the Company or (iii) pursuant to an available exemption from or in a transaction not subject to the registration requirements of under the Securities Act, . No Purchaser may dispose of any portion of such securities pursuant to clause (iii) in the immediately prior sentence unless such Purchaser provides prior written notice thereof to the Company and in compliance complies with any applicable federal and state securities lawsthe provisions of the immediately following sentence. In connection with any transfer of Securities any Convertible Debentures, Warrants, Underlying Shares or Warrant Shares other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require that the transferor thereof to provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory satis factory to the Company, to the effect that such transfer does not require registration of such transferred Securities under Convertible Debentures, Shares, Warrants, Underlying Shares or Warrant Shares, as the case may be, is being made in compliance with the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by the terms of this Section 3.1(b4.1(b), of the following legend on certificates representing the SecuritiesConvertible Debentures, the Shares, the Underlying Shares, the Warrants and the Warrant Shares to be modified as applicable: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE [CONVERTIBLE] [OR EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT THEREUNDER, AND IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS LAWS. [THIS WARRANT IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AMENDED AND RESTATED CONVERTIBLE DEBENTURE AND CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS EVIDENCED BY OF MARCH 18, 1997, BETWEEN THE COMPANY AND THE ORIGINAL HOLDER HEREOF. A LEGAL OPINION COPY OF COUNSEL TO SUCH AGREEMENT IS ON FILE AT THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE PRINCIPAL OFFICE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the YES! ENTERTAINMENT CORPORATION.] The legend set forth above nor any other legend if shall be removed upon the conversion of Convertible Debentures or the Shares or exercise of the Warrants, as the case may be, occurs Warrants represented by such certificate at any time while after an Underlying Shares Securities Registration Statement is has been declared, and so long as such Underlying Securities Registration Statement remains effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statementconverted during such time, at such other time as in the opinion of counsel to the Company experienced in the area of United States securities laws such legend is not no longer required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company certificates representing the Convertible Debentures, Shares, Warrants, Underlying Shares and Warrant Shares shall cause its counsel to issue the legal opinion included also bear any other legends required by applicable Federal or state securities laws, which legends may be removed as set forth above in the Transfer Agent Instructions immediately preceding sentence, or, with respect to legends required pursuant to state securities laws, when such legends are no longer required under the Company's transfer agent on the Effective Dateapplicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate or certificates, free from such legend at such time as such legend is no longer applicable. Each Purchaser agrees that, following in connection with any transfer of Underlying Shares or Warrant Shares by it pursuant to an effective registration statement under the Effective DateSecurities Act, it willsuch Purchaser will comply with all applicable prospectus delivery requirements of the Securities Act. The Company makes no representation, no later than three Trading Days following the delivery by a Purchaser warranty or agreement as to the Company availability of a certificate or certificates representing such any exemption from registration under the Securities Act with respect to any resale of the Convertible Debentures, Shares, Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records Warrants or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionWarrant Shares.
Appears in 1 contract
Sources: Convertible Debenture and Convertible Preferred Stock Purchase Agreement (Yes Entertainment Corp)
Transfer Restrictions. (a) The Securities So long as this Agreement has not been terminated in accordance with its terms, no Consenting Stakeholder shall (i) sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership2) in its Covered Claims, in whole or in part (other than pledges, transfers or security interests that such Consenting Stakeholder may only have created (A) in favor of a prime broker under and in accordance with its prime brokerage agreement with such prime broker or (B) in favor of a financing counterparty in accordance with any ordinary course financing arrangements, in each case which will be disposed released in connection with the consummation of --------------------- pursuant the transactions contemplated by the Definitive Restructuring Documents) or (ii) grant any proxies or deposit any of such Consenting Stakeholder’s Covered Claims into a voting trust, or enter into a voting agreement with respect to an effective registration statement under any such Covered Claim (collectively, the Securities Actactions described in clauses (i) and (ii), a “Transfer”), unless such Transfer satisfies the following requirement (a transfer that satisfies such requirement, a “Permitted Transfer” and the transferee of a Permitted Transfer, a “Permitted Transferee”): the intended transferee is a Consenting Stakeholder or, if not a Consenting Stakeholder, executes and delivers to Quorum and counsel to the Company or pursuant to Consenting Stakeholders an available exemption from or executed transfer agreement in the form attached hereto as Exhibit B (a transaction not subject to the registration requirements “Transfer Agreement”) before such Transfer is effective (it being understood that no such Transfer shall be effective, including without limitation for purposes of calculating Required Consenting Stakeholders, until notification of such Transfer and a copy of the Securities Actexecuted Transfer Agreement is received by Quorum and counsel to Consenting Stakeholders).
(b) Any Consenting Stakeholder may Transfer, and in compliance with execution of a Transfer Agreement shall not be required for Transfer of, Covered Claims to any applicable federal and state securities lawsother Consenting Stakeholder. In connection with A Qualified Marketmaker that acquires any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent Covered Claims solely for the securities purpose of the Company any transfer of Securities by acting as a Purchaser Qualified Marketmaker for such Covered Claims shall not be required to an Affiliate of such Purchaser execute and deliver a Transfer Agreement or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall otherwise agree in writing to be bound by the terms of and conditions set forth in this Agreement if such Qualified Marketmaker promptly, and shall have the rights of in any event within one Business Day, transfers such Claims (by purchase, sale, assignment, participation, or otherwise) to a Purchaser under this Agreement and the Registration Rights AgreementConsenting Stakeholder or Permitted Transferee pursuant to a Permitted Transfer.
(bc) The Purchasers agree This Agreement shall in no way be construed to preclude a Consenting Stakeholder from acquiring additional Covered Claims or any other Claim against or equity Interest in Quorum; provided that (i) if any Consenting Stakeholder acquires additional Covered Claims after the date hereof, such Consenting Stakeholder shall make commercially reasonable efforts to notify Quorum and counsel to the imprintingConsenting Stakeholders, so long as is required in each case on a confidential basis, within a reasonable period of time following such acquisition, which notice shall be deemed 2 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by this Section 3.1(b)contract or otherwise, of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or to direct the exercise of the Warrantsvoting rights and the disposition of, as the case may be, occurs at Covered Claims or the right to acquire such claims. to be provided upon the filing of any time while an Underlying Shares Registration Statement is effective under statement with the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not Bankruptcy Court required under applicable requirements by Rule 2019 of the Securities Act Federal Rules of Bankruptcy Procedure including revised holdings information for such Consenting Stakeholder of such acquisition, including the amount of such acquisition and (including judicial interpretations ii) such Consenting Stakeholder hereby acknowledges and pronouncements issued agrees that such Covered Claim shall automatically and immediately upon acquisition by a Consenting Stakeholder be subject to the staff terms of this Agreement (regardless of when or whether notice of such acquisition is given in accordance herewith).
(d) Any Transfer made in violation of this provision shall be void ab initio. Any Consenting Stakeholder that effectuates a Permitted Transfer to a Permitted Transferee shall have no liability under this Agreement arising from or related to the failure of the Commission). The Company shall cause its counsel Permitted Transferee to issue comply with the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company terms of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionAgreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Quorum Health Corp)
Transfer Restrictions. a. If the Purchaser should decide to dispose of the Securities or the Conversion Shares held by it, the Purchaser understands and agrees that it may do so only (ai) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, (ii) to the Company or (iii) pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities ActAct or Rule 144 promulgated under the Securities Act ("Rule 144"). The Company shall announce any material non-public information that it legally is required to announce on or prior to the Effectiveness Date (as defined in the Registration Rights Agreement) of the Registration Statement filed pursuant to the Registration Rights Agreement and shall not enter into any subsequent non-disclosure agreements that would prevent it from announcing any such information that otherwise legally could have been announced on or prior to the Effectiveness Date, and in compliance with any applicable federal and state securities lawsunless confidential treatment for such information is granted by the Commission. In connection with any transfer of any Securities or Conversion Shares other than pursuant to an effective registration statement statement, Rule 144(k) or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Companycustomary for opinions of counsel in comparable transactions, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act; provided, however, that if the Securities or Conversion Shares may be sold pursuant to Rule 144(k), no written opinion of counsel shall be required from the Purchaser if the Purchaser provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for by the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such the Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a the Purchaser under this Agreement and the Registration Rights AgreementTransaction Documents. If the Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that a public sale, assignment or transfer of the Securities and the Conversion Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Securities and the Conversion Shares can be sold pursuant to Rule 144(k) without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Purchaser and without any restrictive legend. Notwithstanding the foregoing or anything else contained herein to the contrary, the securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.
(b) b. The Purchasers agree Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the SecuritiesSecurities and the Conversion Shares: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] REPRESENTED HEREBY 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT. Underlying Neither the Securities nor the Conversion Shares shall not contain the legend set forth above nor (or any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs legend) (i) at any time while an Underlying Shares Registration Statement a registration statement is effective under the Securities Act orcovering such security, (ii) if there is not then an effective Underlying Shares Registration Statementin the written opinion of counsel to the Company experienced in the area of United States securities laws (the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions), at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) or (iii) if such Securities or Conversion Shares may be sold pursuant to Rule 144(k). The Company shall cause its counsel to issue agrees that it will provide the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatPurchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Securities or Conversion Shares, free from such legend at such time as such legend is no longer required hereunder. If such certificate or certificates had previously been issued with such a restrictive legend or any other legend, deliver the Company shall, upon request, receive such certificate or certificates free of any legend.
c. The Purchaser hereby acknowledges and agrees that it only shall sell the Conversion Shares in accordance with the following: On any day when the Common Stock trades fewer than 50,001 shares, the Purchaser may sell up to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent fifteen percent (15%) of the Company which enlarge daily volume (on a net basis, i.e., including sales and purchases) as traded on the restrictions NASDAQ or a Subsequent Market as defined in the Certificate of transfer set forth in this SectionDesignation (the "Daily Volume"); On any day when the Common Stock trades between 50,001 and 75,000 shares, the Purchaser may sell up to twenty percent (20%) of the Daily Volume (on a net basis); On any day when the Common Stock trades between 75,001 and 150,000 shares, the Purchaser may sell up to twenty-five percent (25%) of the Daily Volume (on a net basis); and On any day when the Common Stock trades more than 150,000 shares, the Purchaser may sell up to forty percent (40%) of the Daily Volume (on a net basis).
Appears in 1 contract
Sources: Securities Purchase Agreement (Uniview Technologies Corp)
Transfer Restrictions. (a) The Securities If any Purchaser should decide to dispose of Shares (and upon conversion thereof any of the Underlying Shares) held by it, each Purchaser understands and agrees that it may do so only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities any Shares or any Underlying Shares other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company (i) any transfer of Securities Shares by a one Purchaser to another Purchaser, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, and (ii) any transfer by any Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such an Affiliate of another Purchaser, and or any transfer among any such Affiliates or one or more funds or managed accountsAffiliates, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Each Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the SecuritiesShares and the Underlying Shares: [NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLECONVERTIBLE HAVE] [EXERCISABLETHE SECURITIES REPRESENTED HEREBY HAVE NOT] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. [FOR SHARES ONLY] THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND CONVERSION SET FORTH IN A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS EVIDENCED OF DECEMBER 9, 1997, EXECUTED BY THE ORIGINAL HOLDER HEREOF. A LEGAL OPINION COPY OF COUNSEL TO THAT AGREEMENT IS ON FILE AT THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE PRINCIPAL OFFICE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYCYTOGEN CORPORATION. The Underlying Shares issuable upon conversion of Shares or as payment of dividends thereon shall not contain the legend set forth above nor any other legend if the conversion of Debentures such Shares or the exercise payment of the Warrants, as the case may be, such dividends occurs at any time while an the Underlying Shares Registration Statement is effective under the Securities Act or, if or in the event there is not then an effective Underlying Shares Registration Statement, Statement at such time as time, if in the written opinion of counsel to the Company experienced in the area of United States securities laws such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatthat it will provide each Purchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Sectionsuch legend at such time as such legend is no longer required hereunder.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Cytogen Corp)
Transfer Restrictions. (a) The Securities which have been transferred pursuant to this Agreement and which contain a restrictive legend may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprintingimprinting on any non-free trading stock that has been purchased, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying The Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise issuance of the Warrants, as the case may be, Shares occurs at any time while an Underlying while, the Shares received are free trading, a Shares Registration Statement is effective under the Securities Act or, if or the holder of any such security is relying on Rule 144 promulgated under the Securities Act ("Rule 144") in connection with the resale of such Shares or in the event there is not then an effective Underlying Shares Registration Statement, Statement at such time as and Rule 144 is not then available if, in the opinion of counsel to the Company, such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel permit Purchasers Counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the day that the Shares Registration Statement is declared effective by the Commission (the "Effective Date"). The Company agrees that, following that in the Effective Dateevent any Shares are issued with a legend in accordance with this Section 3.1(b), it will, no later than within three (3) Trading Days following the delivery after request therefor by a Purchaser, provide such Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend would not have been required under this Section 3.1(b) had such issuance occurred on the date of such request. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Sources: Stock Purchase Agreement (Championlyte Holdings Inc)
Transfer Restrictions. The Certificates may not be offered, transferred or sold except to the Trust Depositor or an Affiliate thereof or to institutional "accredited investors" (as defined in Rule 501(a)(1)-(3) or (7) under the Securities Act who are United States persons (as defined in Section 7701(a)(30) of the Code) in reliance on an exemption from the registration requirements of the Securities Act.
(a) The Certificates have not been registered or qualified under the Securities may only Act, or any state securities law. No transfer, sale, pledge or other disposition of any Certificate shall be disposed of --------------------- made unless such disposition is made pursuant to an effective registration statement under the Securities ActAct and effective registration or qualification under applicable state securities laws, to the Company or pursuant to an available exemption from or is made in a transaction which does not subject require such registration or qualification. No transfer of any Certificates shall be made if such transfer would require the Trust to register as an "investment company" under the Investment Company Act. In the event that a transfer is to be made, the transferee shall execute and deliver to the registration requirements Owner Trustee a certification substantially in the form of Exhibit C hereto. In the event that such transfer --------- is to be made in reliance on the availability of an exemption under the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company Owner Trustee may require the transferor thereof prospective transferee to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect it that such transfer does not require registration of such transferred Securities under may be made pursuant to an exemption from the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal which opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of counsel shall not be an expense of the Company and with any transfer agent for the securities Owner Trustee or of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementTrust.
(b) The Purchasers agree Neither the Certificates nor any beneficial interest in such Certificates may be acquired by or with the assets of (i) employee benefit plans, retirement arrangements, individual retirement accounts or Keogh plans subject to the imprinting, so long as is required by this Section 3.1(b), either Title I of the following legend on Employee Retirement Inc▇▇▇ ▇ecurity Act of 1974, as amended, or Section 4975 of the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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 1933Code (a "Benefit Plan") or (ii) ------------ entities (including insurance company general accounts) whose underlying assets include plan assets by reason of the investment by any such plans, AS AMENDED arrangements or accounts in such entities (THE a "SECURITIES ACTBenefit Plan Investor"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares ) and any such purported --------------------- transfer shall not contain the legend set forth above nor any other legend if the conversion be effective. Each transferee of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there a Certificate shall be required to represent (a) that it is not then an effective Underlying Shares Registration Statement, at such time as such legend a Benefit Plan or Benefit Plan Investor and is not required under applicable requirements acquiring such Certificate with the assets of the Securities Act a Benefit Plan or Benefit Plan Investor and (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel b) that if such Certificate is subsequently deemed to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Datebe a plan asset, it will, no later than three Trading Days following will dispose of such Certificate.
(c) Each Certificate will bear the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer legends set forth in paragraph 6 of ----------- Exhibit C hereto. ---------
(d) No transfer, sale, pledge or other disposition of one or more Certificates (a "Transfer") shall be made unless simultaneously with the Transfer (1) a proportionate amount of Class C Notes are Transferred so that the ratio of the Percentage Interest of the Certificates so Transferred to all Certificates and the ratio of the Percentage Interest of the Class C Notes so Transferred to the Percentage Interest of all Class C Notes are equal and (2) the Transfers of the Certificates and Class C Notes referred to herein are made to the same Person.
(e) Notwithstanding any other provision herein or elsewhere, other than to determine that any certification delivered to the Owner Trustee pursuant to Section 3.10(a) hereof is substantially in the form of Exhibit C hereto and to determine (including, without limitation, based on one or more certificates from the Person transferring such Certificate and/or the Note Registrar) that any transfer of a Certificate described in such certification delivered to the Owner Trustee complies with Section 3.10(d), the Owner Trustee shall have no obligation to determine whether or not any transfer or exchange or proposed or purported transfer or exchange of a Certificate is permitted under or in accordance with this SectionAgreement, and the Owner Trustee shall have no personal liability to any Person in connection with any transfer or exchange or proposed or purported transfer or exchange (and/or registration thereof).
Appears in 1 contract
Sources: Trust Agreement (MCG Capital Corp)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in within the meaning of Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b)applicable law, of the following legend on the Securities: NEITHER [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS. Neither Shares nor Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as when such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included agrees that if any Shares or Underlying Shares are issued with a legend in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Dateaccordance with this Section 3.1(b), it will, no later than within three Trading Days following the delivery after request therefor by a Purchaser to and the Company surrender by such Purchaser of the certificate representing the applicable Shares or Underlying Shares, provide such Purchaser with a certificate or certificates representing such Shares or Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of such legend at such time as such legend is no longer required under the Company which enlarge the restrictions of transfer set forth in this SectionSecurities Act.
Appears in 1 contract
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities lawsthereof. In connection with any transfer of any Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company (i) any transfer of Securities by a Purchaser the Purchasers to an Affiliate of the Purchasers, or any transfers among any such Purchaser or Affiliates, and (ii) any transfer by the Purchasers to one or more funds or managed accounts any investment entity under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accountsthe Purchasers, provided that in each case of clauses (i) and (ii) the transferee certifies to the Company that it is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser the Purchasers under this Agreement and the Registration Rights Agreement.
(b) The Purchasers Purchasers agree to the imprinting, so long as is required by this Section 3.1(b4.1(b), of the following legend (or such substantially similar legend as is acceptable to the Purchasers and their counsel, the parties agreeing that any unacceptable legended Securities shall be replaced promptly by and at the Company’s cost) on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] CONVERTIBLE HAVE 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"”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL LAWS. [ONLY FOR UNDERLYING SHARES TO THE TRANSFEROR EXTENT THE RESALE THEREOF IS NOT COVERED BY AN EFFECTIVE REGISTRATION STATEMENT AT THE TIME OF CONVERSION, ISSUANCE OR EXERCISE] THE SHARES REPRESENTED BY THIS CERTIFICATE 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”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO SUCH EFFECTAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SUBSTANCE REGISTRATION REQUIREMENTS OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYSECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. The Underlying Shares shall not contain the any legend other than as set forth above nor any other above. The Company agrees that it will provide each Purchaser, upon request, with a certificate or certificates representing Underlying Shares, free from such legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not no longer required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendshereunder. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionSectionSection 4.1(b).
Appears in 1 contract
Sources: Series N Convertible Preferred Stock Purchase Agreement (Fonix Corp)
Transfer Restrictions. (a) The Securities If any Purchaser should decide to dispose of Shares or any portion of the Warrants held by it, each Purchaser understands and agrees that it may do so only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities any Shares or Warrants other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company (i) any transfer of Securities Shares or Warrants by a one Purchaser to another Purchaser, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, and (ii) any transfer of Shares or Warrants by any Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such an Affiliate of another Purchaser, and or any transfer among any such Affiliates or one or more funds or managed accountsAffiliates, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Each Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b3.1 (b), of the following legend on the SecuritiesShares and the Warrants: NEITHER [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS. Underlying The Warrant Shares issuable upon exercise of the Warrants shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, Warrants occurs at any time while an Underlying Shares the Registration Statement filed pursuant to the Registration Rights Agreement covering the Warrant Shares is effective under the Securities Act or, if or in the event there is not then an effective Underlying Shares Registration Statement, Statement at such time as time, if in the written opinion of counsel to the Company experienced in the area of United States securities laws such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatthat it will provide each Purchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Transaction Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Sectionsuch legend at such time as such legend is no longer required hereunder.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Commodore Environmental Services Inc /De/)
Transfer Restrictions. (a) The Securities may only be disposed --------------------- of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities lawsthereof. In connection with any transfer of any Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company (i) any transfer of Securities by a Purchaser the Purchasers to an Affiliate of the Purchasers, or any transfers among any such Purchaser or Affiliates, and (ii) any transfer by the Purchasers to one or more funds or managed accounts any investment entity under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accountsthe Purchasers, provided that in each case of clauses (i) and (ii) the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser the Purchasers under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b4.1(b), of the following legend (or such substantially similar legend as is acceptable to the Purchasers and their counsel, the parties agreeing that any unacceptable legended Securities shall be replaced promptly by and at the Company's cost) on the Securities: [FOR SHARES AND WARRANTS] NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL LAWS. [ONLY FOR UNDERLYING SHARES TO THE TRANSFEROR EXTENT THE RESALE THEREOF IS NOT COVERED BY AN EFFECTIVE REGISTRATION STATEMENT AT THE TIME OF CONVERSION, ISSUANCE OR EXERCISE] THE SHARES REPRESENTED BY THIS CERTIFICATE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO SUCH EFFECTAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SUBSTANCE REGISTRATION REQUIREMENTS OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYSECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Underlying Shares shall not contain the legend set forth above nor or any other restrictive legend if the conversion of Debentures or the Shares, exercise of the WarrantsWarrants or other issuances of Underlying Shares, as the case may be, occurs at any time while an Underlying Shares Securities Registration Statement is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Securities Registration Statement, Statement at such time as time, if in the opinion of counsel to the Company such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue agrees that it will provide the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatPurchasers, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend is no longer required hereunder. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionSection 4.1(b).
Appears in 1 contract
Sources: Series E Convertible Preferred Stock Exchange and Purchase Agreement (Fonix Corp)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS. Neither the Shares nor Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or the holder is relying on Rule 144 promulgated under the Securities Act ("Rule 144") in connection with the resale of such Underlying Shares or, if in the event there is not then an effective Underlying Shares Registration Statement, Statement at such time as and Rule 144 is not then available, if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the date that such Underlying Shares Registration Statement is declared effective by the Commission (the "Effective Date"). The Company agrees that, that following the Effective Date, it will, no later than three (3) Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser an identical certificate or certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend. The Company further agrees that if any Shares or Underlying Shares are issued with a legend in accordance with this Section 3.1(b), it will, within three (3) Trading Days after request therefor by a Purchaser, provide such Purchaser with a certificate or certificates representing such Shares or Underlying Shares, free from such legend at such time as such legend would not have been required under this Section 3.1(b) had such issuance occurred on the date of such request. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Transfer Restrictions. From the date hereof through the third anniversary of the Full Restriction Termination Date, such Stockholder shall not, directly or indirectly sell, pledge, assign, transfer, encumber or otherwise dispose of (except by merger or consolidation of the Company), or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect assignment, transfer, encumbrance or other disposition of (except by merger or consolidation of the Company) any shares of Common Stock or Options, except as follows: (a) The Securities after the date hereof through the Full Restriction Termination Date, such Stockholder may only be disposed dispose of --------------------- pursuant to an effective registration statement under Options in connection with the Securities Act, exercise thereof and may sell shares of Common Stock solely to the Company or pursuant extent necessary to an available exemption from or in a transaction not subject provide funds for payment of federal taxes to be incurred by such Stockholder as the registration requirements result of the Securities Actexercise of Options or vesting of unvested shares of Common Stock held by such Stockholder, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree after the Full Restriction Termination Date, such Stockholder may pledge shares of Common Stock to secure bona fide borrowings by such Stockholder (provided, that such Stockholder retains the imprintingright to vote such pledged shares so long as such shares remain pledged and not foreclosed upon in connection with a default by the Stockholder), (c) from the Full Restriction Termination Date through the first anniversary of the Full Restriction Termination Date, such Stockholder may sell, transfer or otherwise dispose of (collectively, “Sell,” with the words “Sale” and “Sold” having corollary meanings) shares of Common Stock, so long as is required as, after giving effect to any such Sale, the total number of shares of Common Stock Sold by this Section 3.1(b), such Stockholder after the date hereof does not exceed 25% of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying number of Owned Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise such Stockholder plus 25% of the WarrantsAcquired Shares of such Stockholder, as (d) from the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements first anniversary of the Securities Act Full Restriction Termination Date through the second anniversary of the Full Restriction Termination Date, such Stockholder may Sell shares of Common Stock, so long as, after giving effect to any such Sale, the total number of shares of Common Stock Sold by such Stockholder after the date hereof does not exceed 50% of the number of Owned Shares of such Stockholder plus 50% of the Acquired Shares of such Stockholder, (including judicial interpretations e) from the second anniversary of the Full Restriction Termination Date through the third anniversary of the Full Restriction Termination Date, such Stockholder may Sell shares of Common Stock, so long as, after giving effect to any such Sale, the total number of shares of Common Stock Sold by such Stockholder after the date hereof does not exceed 75% of the number of Owned Shares of such Stockholder plus 75% of the Acquired Shares of such Stockholder. The “Full Restriction Termination Date” means the later of (a) the one year anniversary of the date hereof and pronouncements issued (b) the date on which the Company holds its second meeting of its stockholders (whether such meetings are annual or special meetings) at which the Amex Approval Proposal is presented to and voted on by the staff stockholders of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Sources: Voting Agreement (Seitz John N)
Transfer Restrictions. (ai) The Securities Shares and PIPE Warrants may only be resold, transferred, pledged or otherwise disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable state and federal and state securities laws. In connection with any transfer of Securities Shares or PIPE Warrants other than pursuant to an effective registration statement statement, Rule 144 under the Securities Act (“Rule 144”) or pursuant to another applicable exemption from the registration requirements of the Securities Act, or a transfer to the Company or to one or more affiliates of the CompanySubscriber or to a lender to Subscriber pursuant to a pledge and, except as otherwise set forth hereinthereafter, a transferee thereof pursuant to a foreclosure, of the Subscriber, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, transferor and reasonably acceptable to the Company the form and substance of which opinion shall be reasonably satisfactory to the Company, Company to the effect that such transfer does not require registration of such transferred Securities Shares or PIPE Warrants under the Securities Act. Notwithstanding the foregoingAs a condition of transfer, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Subscription Agreement and such transferee and each Subscriber affiliate transferee and each lender transferee and their subsequent transferees shall have the rights and obligations of a Purchaser the Subscriber under this Agreement and the Registration Rights Agreement.
(bii) The Purchasers agree Company acknowledges and agrees that the Subscriber may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Shares or the Shares, as applicable, 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, the Subscriber may transfer pledged or secured Shares or Shares, as applicable, to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith; further, no notice shall be required of such pledge; provided that the Subscriber and its pledgee shall be required to comply with other provisions of Section 6 hereof in order to effect a sale, transfer or assignment of the Shares or Shares, as applicable, to such pledgee. At the Subscriber’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of the Shares or the Shares, as applicable, may reasonably request in connection with a pledge or transfer of the Shares or the Shares, as applicable.
(iii) The Subscriber agrees to the imprinting, so long as is required by this Section 3.1(b)Subscription Agreement, of a legend on any of the Shares and PIPE Warrants, and after the consummation of the Transaction, the Shares and PIPE Warrants, in the following legend on the Securitiesform: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE THIS SECURITY HAS 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"”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 FEDERAL, STATE AND FOREIGN SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain LAWS.
(iv) The Subscriber agrees with the legend set forth above nor Company that the Subscriber will sell any other legend if Subscriber Securities pursuant to either the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable registration requirements of the Securities Act (Act, including judicial interpretations any applicable prospectus delivery requirements, or an exemption therefrom, and pronouncements issued by that if Subscriber Securities are sold pursuant to a registration statement, they will be sold in compliance with the staff plan of distribution set forth therein, and acknowledges that the removal of the Commission). The Company shall cause its counsel to issue restrictive legend from instruments representing Subscriber Securities, and after the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent consummation of the Company which enlarge Transaction, the restrictions of transfer Subscriber Securities, as set forth in this SectionSection 6 is predicated upon the Company’s reliance upon this understanding.
Appears in 1 contract
Sources: Subscription Agreement (LMF Acquisition Opportunities Inc)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable state and federal and state securities laws. In connection with any transfer of the Securities other than (i) pursuant to an effective registration statement or statement, (ii) pursuant to Rule 144, (iii) to the Company, except as otherwise set forth hereinCompany or (iv) to an Affiliate of an Investor which is controlled by such Investor or under common control with such Investor, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoingAs a condition of transfer, the Company, without requiring any such transferee (other than a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books non-Affiliate transferee of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(aConversion Shares) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and the Transaction Documents and shall have the rights and obligations of a Purchaser an Investor under this Agreement and the Transaction Documents. For the avoidance of doubt and notwithstanding anything to the contrary herein, no transferee of Common Stock obtained by an Investor upon conversion of the Put Shares (other than an Affiliate of such Investor) hereunder shall be subject to or bound by any of the Transaction Documents, and the Company shall not attempt to subject or bind any such transferee. Each Investor hereby covenants and agrees not to effect any sale or other transfer of the Securities other than (i) pursuant to the plan of distribution contained in the Registration Rights AgreementStatement, (ii) in accordance with the provisions of Rule 144, or (iii) in compliance with another exemption from registration under the Securities Act and applicable state securities laws.
(b) The Purchasers agree Each Investor agrees to the imprinting, so long as is required by this Section 3.1(b), 6.01 of a legend on any of the Securities in the following legend on the Securitiesform: NEITHER THESE SECURITIES “[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [THIS SECURITY IS CONVERTIBLE] [EXERCISABLEHAS BEEN] HAVE BEEN [HAS 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"”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON CONVERSION OF 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 EVIDENCED DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying SECURITIES.”
(c) Certificates or book-entries evidencing the Conversion Shares shall not contain any legend (including the legend set forth above nor in Section 6.01(b) hereof), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any other sale of such Conversion Shares pursuant to Rule 144, or (iii) if such Conversion Shares are eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144. The Company agrees that following the effectiveness of the initial Registration Statement or at such time as such legend if is no longer required under this Section 6.01(c), it will, as soon as reasonably practicable following the conversion of Debentures delivery by an Investor to the Company or the exercise Transfer Agent of a certificate, book entry statement or other instrument representing the WarrantsConversion Shares, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legendlegend (such date, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser certificates Investor a certificate, book entry statement or other instrument representing such Underlying Conversion Shares which shall be are free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any the transfer agent of the Company which that enlarge the restrictions of on transfer set forth in this SectionSection 6.01. Certificates, book entry statements or other instruments for Conversion Shares subject to legend removal hereunder shall be transmitted by the transfer agent to the Investor by crediting the account of the Investor’s prime broker with the Depository Trust Company System as directed by such Investor.
(d) In addition to such Investor’s other available remedies, the Company shall pay to such Investor, in cash, (i) as partial liquidated damages and not as a penalty, for each $1,000 of Conversion Shares (based on the VWAP of the Common Stock on the date such Conversion Shares and subject to Section 6.01(c), $10 per Trading Day (increasing to $20 per Trading Day three (3) Trading Days after the Legend Removal Date) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend, up to an aggregate amount of 10% in respect of each $1,000 of Conversion Shares and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to such Investor by the Legend Removal Date a certificate representing the Conversion Shares so delivered to the Company by such Investor that is free from all restrictive and other legends and (b) if after the Legend Removal Date such Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock that such Investor anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of such Investor’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) over the product of (A) such number of Conversion Shares that the Company was required to deliver to such Investor by the Legend Removal Date multiplied by (B) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii).
Appears in 1 contract
Sources: Preferred Equity Purchase Agreement (Applied Digital Corp.)
Transfer Restrictions. (ai) The Securities This Warrant and the Warrant Shares may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, transferor to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities this Warrant and the Warrant Shares by a Purchaser the Holder to an Affiliate (as defined in Rule 405 under the Securities Act) of such Purchaser the Holder or to one or more funds or managed accounts under common management with such PurchaserHolder, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities Warrant and the Warrant Shares solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(bii) The Purchasers agree to Warrant Shares issued while there is not an effective registration statement covering the imprinting, so long as is required resale by this Section 3.1(b), the Holder of the Warrant Shares (a "REGISTRATION STATEMENT") or while the Holder may not resell such Warrant Shares pursuant to Rule 144(k) under the Securities Act shall be issued with the following legend on the Securitieslegend: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED LAWS. HOWEVER, 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 SECURED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTSECURITIES.
(iii) Notwithstanding anything to the contrary contained herein, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Warrant Shares shall not contain issued when there is an effective Registration Statement, or at a time when the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case Holder may be, occurs at any time while an Underlying resell such Warrant Shares Registration Statement is effective under Rule 144(k) under the Securities Act orAct, if there is not then an effective Underlying Shares Registration Statement, at such time as or when such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff Staff of the Commission). The Company ) shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Datebe issued free of all restrictions and other legends. The Company agrees that, that following the Effective Datedate on which a Registration Statement is first declared effective by the Securities and Exchange Commission and the date on which Warrant Shares may be resold under 144(k), it will, no later than three Trading Days five trading days following the delivery by a Purchaser Holder to the Company of a certificate or certificates representing such Underlying Shares, any Warrant Shares issued with a restrictive legend, deliver to such Purchaser Holder certificates representing such Underlying Warrant Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Transfer Restrictions. (a) The Securities may only be disposed --------------------- of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities lawsthereof. In connection with any transfer of any Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company (i) any transfer of Securities by a one Purchaser to another Purchaser, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, (ii) any transfer by any Purchaser to an Affiliate of such Purchaser or to one an Affiliate of another Purchaser, or more funds or managed accounts any transfers among any such Affiliates, and (iii) any transfer by any Purchaser to any investment entity under common management with such Purchaser, provided in each case of clauses (i), (ii) and any transfer among any such Affiliates or one or more funds or managed accounts, provided that (iii) the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)Act. Any such Purchaser or Affiliate transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b4.1(b), of the following legend (or such substantially similar legend as is acceptable to the Purchasers and their respective counsel, the parties agreeing that any unacceptable legended Securities shall be replaced promptly by and at the Company's cost) on the Securities: [FOR SHARES AND WARRANTS] NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL LAWS. [ONLY FOR UNDERLYING SHARES TO THE TRANSFEROR EXTENT THE RESALE THEREOF IS NOT COVERED BY AN EFFECTIVE REGISTRATION STATEMENT AT THE TIME OF CONVERSION, ISSUANCE OR EXERCISE] THE SHARES REPRESENTED BY THIS CERTIFICATE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO SUCH EFFECTAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SUBSTANCE REGISTRATION REQUIREMENTS OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYSECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Underlying Shares shall not contain the legend set forth above nor or any other restrictive legend if the conversion of Debentures or the Shares, exercise of the WarrantsWarrants or other issuances of Underlying Shares, as the case may be, occurs at any time while an Underlying Shares Securities Registration Statement is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Securities Registration Statement, Statement at such time as time, if in the opinion of counsel to the Company such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatthat it will provide each Purchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend is no longer required hereunder. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionSection 4.1(b).
Appears in 1 contract
Sources: Series D Convertible Preferred Stock Purchase Agreement (Fonix Corp)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementAgreement and, if such transfer is of all or a portion of the Warrants held by such Purchaser, as a holder of the Warrants.
(b) The Purchasers agree to Shares, the imprinting, so long as Warrants and any Underlying Shares issued while there is required by this Section 3.1(b), of not an effective Underlying Shares Registration Statement shall be issued with the following legend on the Securitieslegend: NEITHER [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
(c) At any time after the date the Underlying Shares Registration Statement is declared effective by the Commission (such date, the "EFFECTIVE DATE"), the Company shall, no later than the third (3rd) Trading Day following the delivery by a Purchaser of a certificate or certificates representing Shares, deliver to such Purchaser one or more stock certificates evidencing the Shares and any Underlying Shares issued upon exercise of the Warrants, free of the legend set forth above or any other legend. Neither the Shares nor the Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if when there is not then an effective Underlying Shares Registration Statement, at such time as Statement or when such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff Staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on each date that the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendsRegistration Statement is declared effective by the Commission. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in within the meaning of Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionLAWS.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Hawker Pacific Aerospace)
Transfer Restrictions. (a) The Securities a. If any Purchaser should decide to dispose of the Debentures, the Warrants, the Debenture Shares or the Warrant Shares held by it, such Purchaser understands and agrees that it may do so only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities ActAct or Rule 144 promulgated under the Securities Act ("Rule 144"). The Company shall announce any material non-public information that it legally is required to announce on or prior to the Effectiveness Date (as defined in the Registration Rights Agreement) of the registration statement filed pursuant to the Registration Rights Agreement and shall not enter into any subsequent non-disclosure agreements that would prevent it from announcing an such information that otherwise legally could have been announced on or prior to the Effectiveness Date, and in compliance with any applicable federal and state securities lawsunless confidential treatment for such information is granted by the Commission. In connection with any transfer of Securities any Debentures, Warrants, Debenture Shares or Warrant Shares other than pursuant to an effective registration statement statement, Rule 144 or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Companycustomary for opinions of counsel in comparable transactions, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act; provided, however, that if the Debentures, Warrants, Debenture Shares or Warrant Shares may be sold pursuant to Rule 144(k), no written opinion of counsel shall be required from the Purchaser if such Purchaser provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company by any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementTransaction Documents. If a Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that a public sale, assignment or transfer of the Debentures, the Debenture Shares, the Warrants and the Warrant Shares may be made without registration under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrants, the Debenture Shares and the Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold, the Company shall permit the transfer, and, in the case of the Debenture Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. Notwithstanding the foregoing or anything else contained herein to the contrary, the securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.
(b) The Purchasers agree b. Each Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the SecuritiesDebentures, the Warrants, the Debenture Shares and the Warrant Shares: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] REPRESENTED HEREBY 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTACT. Neither the Debentures, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying the Warrants, the Debenture Shares, nor the Warrant Shares shall not contain the legend set forth above nor (or any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs legend) (i) at any time while an Underlying Shares Registration Statement a registration statement is effective under the Securities Act orcovering such security, (ii) if there is not then an effective Underlying Shares Registration Statement, at such time as in the written opinion of counsel to the Company experienced in the area of United States securities laws such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel ) or (iii) if such Debentures, Warrants, Debenture Shares or Warrant Shares may be sold pursuant to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective DateRule 144. The Company agrees thatthat it will provide each Purchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Debentures, Warrants, Debenture Shares or Warrant Shares, free from such legend at such time as such legend is no longer required hereunder. If such certificate or certificates had previously been issued with such a restrictive legend or any other legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions shall, upon request, receive such certificate or certificates free of transfer set forth in this Sectionany legend.
Appears in 1 contract
Sources: Securities Purchase Agreement (Signal Apparel Company Inc)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided (i) that the transferee certifies to the Company that it is an "accredited investor" as defined in within the meaning of Rule 501(a) under the Securities Act and Act, (ii) that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any , and (iii) that any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a the Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS. Neither Shares nor Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement covering such Shares or Underlying Shares (as applicable) is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Registration Statement, covering such Shares or Underlying Shares (as applicable) at such time as if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Dateday that such Underlying Shares Registration Statement is declared effective by the Commission. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser that with respect to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.any
Appears in 1 contract
Sources: Securities Purchase Agreement (Neotherapeutics Inc)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel (at transferor's expense) selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Convertible Debenture Purchase Agreement transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the and exercise of the WarrantsWarrants or other issuances of Underlying Shares as contemplated hereby, as by the case may be, Debentures or the Warrants occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or the holder of any such security is relying on Rule 144 promulgated under the Securities Act ("RULE 144") in connection with the resale of such Underlying Shares or, if in the event there is not then an effective Underlying Shares Registration Statement, at such time as and Rule 144 is not then available if, in the opinion of counsel to the Company, such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Dateday that the Underlying Shares Registration Statement is declared effective by the Commission (the "EFFECTIVE DATE"). The Company agrees that, following in the Effective Dateevent any Underlying Convertible Debenture Purchase Agreement Shares are issued with a legend in accordance with this Section 3.1(b), it will, no later than within three (3) Trading Days following the delivery after request therefor by a Purchaser to is received by the Company of Company, provide such Purchaser with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend would not have been required under this Section 3.1(b) had such issuance occurred on the date of such request. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Luminant Worldwide Corp)
Transfer Restrictions. (a) The Securities which have been transferred pursuant to this Agreement and which contain a restrictive legend may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprintingimprinting on any non-free trading stock that has been purchased, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying The Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise issuance of the Warrants, as the case may be, Shares occurs at any time while an Underlying the Shares received are free trading, a Shares Registration Statement is effective under the Securities Act or, if or the holder of any such security is relying on Rule 144 promulgated under the Securities Act ("Rule 144") in connection with the resale of such Shares or in the event there is not then an effective Underlying Shares Registration Statement, Statement at such time as and Rule 144 is not then available if, in the opinion of counsel to the Company, such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company Seller shall cause its counsel permit Purchasers Counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the day that the Shares Registration Statement is declared effective by the Commission (the "Effective Date"). The Company Seller agrees that, following that in the Effective Dateevent any Shares are issued with a legend in accordance with this Section 3.1(b), it will, no later than within three (3) Trading Days following the delivery after request therefore by a Purchaser, provide such Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend would not have been required under this Section 3.1(b) had such issuance occurred on the date of such request. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Transfer Restrictions. (a) The Securities If any Purchaser should decide to dispose of any Shares held by it, each Purchaser understands and agrees that it may dispose of the Shares only be disposed of --------------------- pursuant to an effective registration statement under the Securities ActAct and the applicable state blue-sky laws, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, Act and in compliance with any the applicable federal and state securities blue-sky laws. In connection with any transfer of Securities any of the Shares other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an a written opinion of counsel selected by the transferorcounsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities ActAct and the applicable state blue-sky laws. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company (i) any transfer of Securities Shares by a one Purchaser to another Purchaser, and agrees that no documentation other than the executed transfer documents shall be required for any such transfer, and (ii) any transfer by any Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such an Affiliate of another Purchaser, and or any transfer among any such Affiliates or one or more funds or managed accountsAffiliates, provided that the transferee certifies in writing to the Company that it is an "accredited investor" (as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereofRegulation D). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementAgreement of the Purchaser from which it received the transferred shares.
(b) The Purchasers agree Each Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the SecuritiesShares: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] REPRESENTED HEREBY 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionACT.
Appears in 1 contract
Transfer Restrictions. (a) The Securities may only be disposed Each of --------------------- pursuant to an effective registration statement under the Securities Act, to parties hereto acknowledges and agrees that the Company or pursuant to an available exemption from or in a transaction not sale of certain of the Properties is subject to the registration requirements rights of first offer, rights of first refusal and other transfer restrictions described with respect to such Properties on Exhibit “F” attached hereto (the Securities Act, “Transfer Restrictions”). Seller shall obtain and in compliance with any applicable federal and state securities laws. In connection with any transfer deliver to Buyer written consents or waivers from the beneficiaries of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferorsuch Transfer Restrictions, the form of such waiver or consent and substance of which opinion any changes thereto shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)approval of Buyer and Escrow Agent. Any Seller will send (with a copy to Buyer) such transferee consents and/or waivers (each a “Transfer Restriction Consent” and each as attached hereto as composite Exhibit “G”) and shall agree make written and telephonic requests of each Transfer Restriction beneficiary to execute such consent and/or waiver forms. In the event that the applicable Seller cannot fully comply with the process and requirements for any Transfer Restriction two (2) Business Days prior to Closing, and the beneficiary of such Transfer Restriction fails to respond to the request to execute the waiver and/or consent form, and if any required time period or periods in writing which said beneficiary may exercise such rights expire two (2) Business Days prior to be bound the Applicable Closing, then the applicable Seller shall provide to Buyer and Escrow Agent a written certification in recordable form of the compliance with the process and requirements for release or waiver of any Transfer Restriction sufficient for the Escrow Agent, in the Escrow Agent’s sole discretion, to insure in the Title Policy relating to such Seller’s Respective Property that said Transfer Restriction does not apply to or has been waived or deemed waived by the terms expiration of the relevant right of first offer or right of first refusal period with respect to the transfer of the applicable Property to Buyer. Such certification shall be recorded at the time of the Applicable Closing. In the event the applicable Seller is unable to obtain the required waiver or consent from a beneficiary of the Transfer Restrictions or the written evidence of compliance with the Transfer Restriction provisions pursuant to this Agreement Section 4(h), then at Buyer’s sole discretion, Buyer may have any applicable Property (or Properties) excluded from the conveyance of the Properties pursuant to this Agreement, such Property (or Properties) shall be an Excluded Property for all purposes hereof, and Sellers shall have reimburse Buyer for that portion of expenses and costs incurred by Buyer attributable to the rights Excluded Properties, including, without limitation, all attorneys fees and due diligence fees and costs, which portion of expenses attributable to any Excluded Property shall be determined by multiplying Buyer’s total accrued and out-of-pocket expenses by a Purchaser under this Agreement fraction, the numerator or which consists of the aggregate rentable square feet of the Excluded Property, and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), denominator of which consists of the following legend on aggregate rentable square feet of all the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionProperties.
Appears in 1 contract
Sources: Agreement of Sale (Grubb & Ellis Healthcare REIT, Inc.)
Transfer Restrictions. a. If any Purchaser should decide to dispose of the Note, the Warrant, or the Note and Warrant Shares held by it, such Purchaser understands and agrees that it may do so (a1) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or (2) pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws(3) to an affiliate of the Purchaser, or (4) pursuant to Rule 144 promulgated under the Securities Act ("Rule 144"). In connection with any transfer of Securities any Note, the Warrant or Note and Warrant Shares other than pursuant to an effective registration statement statement, Rule 144, to the Company or to an affiliate of the Company, except as otherwise set forth hereinPurchasers, the Company may require the transferor thereof to provide to the Company an a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions and reasonably satisfactory acceptable to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act; provided, however, that if the Note, the Warrant, or Note and Warrant Shares may be sold pursuant to Rule 144(k), no written opinion of counsel shall be required from any Purchaser if such Purchaser provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company by any transfer of Securities by a Purchaser to an Affiliate affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and the Transaction Documents and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementTransaction Documents. The Company shall not require an opinion of counsel in connection with the transfer of the shares of Note, the Warrant or the Note and Warrant Shares to an affiliate of a Purchaser.
(b) b. The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the SecuritiesNote, the Warrant and the Note and Warrant Shares: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] REPRESENTED HEREBY 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SHARES. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement or grant a security interest in some or all of the legend set forth above nor any other legend if Note, the conversion of Debentures Warrant or the exercise Note and Warrant Shares and, if required under the terms of such arrangement, such Purchaser may transfer the pledged or secured Note, Warrant or Note and Warrant Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to 84 approval of the WarrantsCompany and no legal opinion of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party reasonably request in connection with a pledge or transfer of the case may beNote, occurs at the Warrant or the Note and Warrant Shares, including the preparation and filing of any time while an Underlying Shares Registration Statement is effective required prospectus supplement under Rule 424(b)(3) of the Securities Act oror other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder. The Company agrees that it will provide any Purchaser, if there is not then an effective Underlying Shares Registration Statementupon request, with a certificate or certificates representing the Note, the Warrant or the Note and Warrant Shares, free from such legend at such time as such legend is not no longer required under applicable requirements hereunder. If such certificate or certificates had previously been issued with such a legend or any other legend, the Company shall, upon request and upon the delivery of the Securities Act (including judicial interpretations and pronouncements issued by the staff legended certificate(s), reissue such certificate or certificates free of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Dateany legend. The Company agrees that, that following the Effective Dateeffective date of the registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the Notes and Note and Warrant Shares by the Purchasers or at such time as such legend is no longer required under this Section 3.1, it will, no later than three Trading Days (as such term is defined in the Registration Rights Agreement) following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate or certificates representing such Underlying Shares, Notes and Note and Warrant Shares issued with a restrictive legend, deliver or cause to be delivered to such Purchaser certificates a certificate representing such Underlying Notes and Note and Warrant Shares which shall be that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Sources: Securities Purchase Agreement (Level 8 Systems Inc)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities lawsthereof. In connection with any transfer of any Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books and records of the Company and with or on the register of any transfer agent for the securities of the Company Securities any transfer of Securities by a the Purchaser to an Affiliate (as such term is defined under Rule 405 promulgated under the Securities Act) of such the Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer transfers among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring makes the Securities solely for appropriate investment purposes (subject to the qualifications hereof)representations. Any Each such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a the Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. [FOR DEBENTURES ONLY] THIS DEBENTURE IS SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 3.8 OF THE CONVERTIBLE DEBENTURE PURCHASE AGREEMENT, DATED AS EVIDENCED BY OF JUNE 25, 1998, BETWEEN FIX-CORP INTERNATIONAL, INC. (THE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A LEGAL OPINION COPY OF COUNSEL TO THAT AGREEMENT IS ON FILE AT THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE PRINCIPAL OFFICE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the Debentures, exercise of the WarrantsWarrant or other issuances of Underlying Shares, as the case may be, occurs at any time while an Underlying Shares Securities Registration Statement is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Securities Registration Statement, Statement at such time as time, if in the opinion of counsel to the Company such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue agrees that it will provide the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatPurchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend is no longer required hereunder. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionSection 3.1(b).
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Fix Corp International Inc)
Transfer Restrictions. (a) The If a Purchaser should decide to dispose of any of the Securities purchased pursuant hereto, such Purchaser understands and agrees that it may do so only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, Act or as set forth below: (i) to the Company or pursuant Company, (ii) to an available exemption from or any Person reasonably believed by such Purchaser to be a 'qualified institutional buyer' (as defined in a transaction not subject to Rule 144A under the registration requirements of Securities Act) in compliance with Rule 144A under the Securities Act, (iii) pursuant to an exemption from registration set forth in Rule 144 under the Securities Act, (iv) to any Person who is reasonably believed by such Purchaser to be an 'accredited investor' (as defined in Rule 501(a) under the Securities Act) and who, prior to such transfer, furnishes to the Purchaser and the Company a signed letter confirming its status as an accredited investor and agreeing to the restrictions on transfer of the Securities set forth in compliance with this Agreement or (v) to any Affiliate of such Purchaser pursuant to an applicable federal and state securities lawsexemption under the Securities Act. In connection with any transfer of any Securities other than (i) any transfer pursuant to an effective registration statement or to the Company, except as otherwise set forth herein(ii) any transfer by a qualified institutional buyer, the Company may require that the transferor thereof to of any such Securities provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferor (which may include in-house counsel of a transferor), which counsel shall be and the form and substance of which opinion shall be be, reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities ActAct or any State securities laws. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and In connection with any transfer agent for pursuant to clause (ii) above, the securities Company may request reasonable certification as to the status of the Company any transfer of Securities by transferor's transferee as a qualified institutional buyer. Each Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree agrees to the imprinting, so long as is required by this Section 3.1(b)appropriate, of the following legend on the certificates representing the shares of Common Stock and the Trust Preferred Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYa legend substantially similar to the foregoing sentences. Underlying Shares shall not contain Such legend may be removed if and when the legend set forth above nor any other legend if the conversion applicable Securities are disposed of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while pursuant to an Underlying Shares Registration Statement is effective registration statement under the Securities Act oror in the opinion of counsel to the Company experienced in the area of United States securities laws such legend is no longer required under applicable requirements of the Securities Act. The certificates evidencing the Securities also shall bear any other legends required by applicable federal or State securities laws, if there is which legends may be removed when, in the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon written request, with a certificate or certificates evidencing the Securities not then an effective Underlying Shares Registration Statement, bearing such legend at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Sectionlonger applicable.
Appears in 1 contract
Transfer Restrictions. (a) The Purchasers acknowledge and agree that the Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities ActAct or applicable foreign and state laws. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company Company, any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any As a condition of transfer, the Purchasers shall deliver a certificate of compliance and, if requested, legal opinion satisfactory to Company to such transfer and any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES (ARE [EXERCISABLE) (OR CONVERTIBLE] [EXERCISABLE] ) HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS. The Underlying Shares shall not contain the legend set forth above nor any other legend legend, if the conversion of Debentures Shares and exercise of Warrants or other issuance of Underlying Shares as contemplated hereby, by the Certificate of Designation or the exercise of the Warrants, as the case may be, Warrants occurs at any time while an Underlying Shares Registration Statement with respect to such Securities is effective under the Securities Act Act, (and the Company has not notified the Purchasers that the Underlying Shares Registration Statement is not accurate in all material respects, which notification has not been subsequently rescinded), or, if in the event there is not then such an effective Underlying Shares Registration Statement, at such time as time, if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the day that the Underlying Shares Registration Statement is declared effective by the Commission (the "Effective Date"). The Company agrees that, following the Effective Datethat if any Underlying Shares are issued with a legend in accordance with this Section 3.1(b), it will, no later than three Trading within five (5) Business Days following the delivery after request therefor by a Purchaser and the surrender by such Purchaser of the certificate representing the applicable Underlying Shares, cause its transfer agent to the Company of provide such Purchaser with a certificate or certificates representing such Underlying SharesShares or issuance thereof in book entry form, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend is no longer required under this Section 3.1(b). The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Sources: Securities Purchase Agreement (General Datacomm Industries Inc)
Transfer Restrictions. (ai) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities lawsthereof. In connection with any transfer of any Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company (i) any transfer of Securities by a one Purchaser to another Purchaser, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, and (ii) any transfer by any Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such an Affiliate of another Purchaser, and or any transfer transfers among any such Affiliates or one or more funds or managed accounts, provided that in each case of clauses (i) and (ii) the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)Act. Any such Purchaser or Affiliate transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(bii) The Purchasers agree Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. [FOR PREFERRED STOCK ONLY] THESE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND CONVERSION SET FORTH IN SECTION 3.8 OF A CONVERTIBLE STOCK PURCHASE AGREEMENT, DATED AS EVIDENCED BY OF DECEMBER 31, 1997, BETWEEN SAY YES FOODS, INC. (THE "COMPANY") AND THE ORIGINAL HOLDERS HEREOF. A LEGAL OPINION COPY OF COUNSEL TO THAT AGREEMENT IS ON FILE AT THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE PRINCIPAL OFFICE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the Preferred Stock, exercise of the WarrantsWarrants or other issuances of Underlying Shares as contemplated hereby, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Registration Statement, Statement at such time as time, if in the opinion of counsel to the Company such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue agrees that it will provide the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatPurchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend is no longer required hereunder. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionSection 3.1(b).
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Say Yes Foods Inc)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, such counsel and the form and substance of which opinion shall be reasonably satisfactory to counsel for the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate (as such term is defined in Rule 501(a) under the Securities Act) of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b3.1(c), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.THE
Appears in 1 contract
Transfer Restrictions. (a1) The Securities Company acknowledges and agrees that a Purchaser may only be disposed of --------------------- from time to time pledge pursuant to an effective registration statement under the Securities Act, to the Company a bona fide margin agreement with a registered broker-dealer or pursuant to an available exemption from grant a security interest in some or in a transaction not subject to the registration requirements all of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant Shares to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect a financial institution that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing who agrees to be bound by the terms provisions of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares, including, if the Shares are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.
(b2) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Certificates evidencing Shares shall not contain any legend (including the legend set forth above nor any other legend if in Section 6(a)(1)): (i) following the conversion resale of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while such Shares pursuant to an Underlying Shares Registration Statement is effective registration statement under the Securities Act or, if there is not then an effective Underlying Shares (including the Registration Statement) covering the resale of such Shares, at or (ii) following any resale of such time as Shares pursuant to Rule 144, or (iii) if such Shares are eligible for resale 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 Staff of the Commission). The Promptly following the Effective Date, the Company shall cause its counsel to issue the a legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on to the Effective Dateeffect that (A) resale of the Shares has been registered under the Securities Act and (B) the Shares may be transferred pursuant to such registration statement and certificates representing such transferred shares should not contain a legend restricting future transfer (although residual certificates issued to such holder of Shares shall contain a restrictive legend). The Company agrees that, that following the Effective Datetime when a legend is no longer required under this Section 6(a)(2), it will, no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate or certificates representing such Underlying Shares, Shares issued with a restrictive legendlegend (such date, the "Legend Removal Date"), deliver or cause to be delivered to such Purchaser certificates Purchaser, or such Purchaser's transferee, a certificate representing such Underlying Shares which shall be that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which that enlarge the restrictions of on transfer set forth in this Section. Notwithstanding anything to the contrary contained herein, the Company shall not be required to effect a removal of a restrictive legend to the extent such legend is required under applicable requirements of the Securities Act, including any rule of the Commission promulgated thereunder, and judicial interpretations thereof.
(3) In addition to such Purchaser's other available remedies with respect to claims under this Section 6(a), the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Shares (based on the VWAP on the date such Shares are submitted to the Company's transfer agent) delivered for removal of the restrictive legend and subject to this Section 6(a), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered. Nothing herein shall limit such Purchaser's right to pursue actual damages for the Company's failure to deliver certificates representing any Shares as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.
(4) Each Purchaser, severally and not jointly with the other Purchasers, agrees that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 6(a) is predicated upon the Company's reliance that the Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.
Appears in 1 contract
Sources: Subscription Agreement (Intrac Inc)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities lawsthereof. In connection with any transfer of any Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books and records of the Company and with or on the register of any transfer agent for the securities of the Company Securities (i) any transfer of Securities by a one Purchaser to another Purchaser, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, and (ii) any transfer by any Purchaser to an Affiliate (as such term is defined under Rule 405 promulgated under the Securities Act) of such Purchaser or to one or more funds or managed accounts under common management with such an Affiliate of another Purchaser, and or any transfer transfers among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring makes the Securities solely for appropriate investment purposes (subject to the qualifications hereof)representations. Any such Purchaser or Affiliate transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. [FOR DEBENTURES ONLY] THIS DEBENTURE IS SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 3.8 OF THE CONVERTIBLE DEBENTURE PURCHASE AGREEMENT, DATED AS EVIDENCED BY OF JANUARY 22, 1998, AMONG FIX-CORP INTERNATIONAL, INC. (THE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A LEGAL OPINION COPY OF COUNSEL TO THAT AGREEMENT IS ON FILE AT THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE PRINCIPAL OFFICE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Fix Corp International Inc)
Transfer Restrictions. (a) The Securities No Gazelle Stockholder shall Transfer any shares of Company Common Stock other than in accordance with all applicable Laws, the Company’s articles of incorporation and the other terms and conditions of this Agreement.
(b) A Gazelle Stockholder may only be disposed Transfer shares of --------------------- pursuant Company Common Stock to an effective registration statement under the Securities ActAffiliate of such Gazelle Stockholder if such Affiliate, as a condition to the Company or pursuant such Transfer, signs a joinder to an available exemption from or this Agreement, in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to become a Gazelle Stockholder for purposes of this Agreement upon the effect that such transfer does not require registration completion of such transferred Securities Transfer.
(c) If a Gazelle Stockholder Transfers any shares of Company Common Stock to a third-party pledgee (a “Pledgee”) to secure such Gazelle Stockholder’s obligations under bona fide debt financing arrangements, such Gazelle Stockholder may assign such Gazelle Stockholder’s rights under Article IV to such Pledgee in connection with such Transfer subject to the limitations set forth in Section 2.2(d), provided that prior to such Pledgee’s exercise of its rights under Article IV it shall sign a joinder to this Agreement, in form and substance reasonably satisfactory to the Company, to become a Gazelle Stockholder solely for purposes of Article IV (and related definitions) and provided further such Pledgee may only exercise its rights under Article IV if there has been a bona fide foreclosure by the Pledgee under the relevant debt financing arrangements and the disposition of such securities by the Pledgee is restricted as to amount pursuant to Rule 144 under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(bd) The Purchasers agree to the imprinting, For so long as is required a Gazelle Director serves on the Board, no Gazelle Stockholder shall Transfer any shares of Company Common Stock during a Blackout Period (other than Transfers made pursuant to a 10b5-1 plan in accordance with all applicable Law and that complies with the Company’s generally applicable policies covering 10b5-1 plans entered into by directors), it being understood that no Gazelle Stockholder shall Transfer any shares of Company Common Stock on the basis of material, non-public information.
(e) Any Transfer or attempted Transfer of shares of Company Common Stock in violation of this Section 3.1(b)2.1 shall, to the fullest extent permitted by law, be null and void ab initio, and the Company shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register or other books and records of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Section.
Appears in 1 contract
Transfer Restrictions. (ai) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities lawsthereof. In connection with any transfer of any Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company (i) any transfer of Securities by a one Purchaser to another Purchaser, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, and (ii) any transfer by any Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such an Affiliate of another Purchaser, and or any transfer transfers among any such Affiliates or one or more funds or managed accounts, provided that in each case of clauses (i) and (ii) the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)Act. Any such Purchaser or Affiliate transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(bii) The Purchasers agree Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. [FOR PREFERRED STOCK ONLY] THESE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND CONVERSION SET FORTH IN SECTION 3.8 OF A CONVERTIBLE STOCK PURCHASE AGREEMENT, DATED AS EVIDENCED BY OF DECEMBER ___, 1997, BETWEEN SAY YES FOODS, INC. (THE "COMPANY") AND THE ORIGINAL HOLDERS HEREOF. A LEGAL OPINION COPY OF COUNSEL TO THAT AGREEMENT IS ON FILE AT THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE PRINCIPAL OFFICE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the Preferred Stock, exercise of the WarrantsWarrants or other issuances of Underlying Shares in as contemplated hereby, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Registration Statement, Statement at such time as time, if in the opinion of counsel to the Company such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue agrees that it will provide the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatPurchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend is no longer required hereunder. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionSection 3.1(b).
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Say Yes Foods Inc)
Transfer Restrictions. (a) The Securities may only Each Shareholder agrees that it will not sell, offer to sell, pledge, hypothecate, transfer or otherwise dispose of ("transfer") any of its shares of Company Capital Stock except (i) to Delphi or Delphi Subsidiary in accordance with this Agreement or (ii) for estate planning purposes and for no consideration, to a spouse, child or other lineal descendant of such Shareholder or a trust, so long as the Shareholder or one or more of the foregoing individuals retain substantially all of the controlling or beneficial interest thereunder (a "Permitted Transfer"), in which event such individual or trust shall be disposed deemed an additional party to this Agreement, without releasing the original Shareholder from its obligations hereunder.
(b) Each Shareholder receiving shares of --------------------- Delphi Common Stock comprising the Stock Merger Consideration agrees that it will not transfer such shares except (a) pursuant to an effective registration statement under the Securities ActAct covering such transfer of such shares, (b) pursuant to Rules 144 and 145, as applicable, under the Company Securities Act or (c) with the prior written consent of Delphi or pursuant to an a Permitted Transfer, pursuant to another available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities such shares other than pursuant to an effective registration statement or a Permitted Transfer or to the CompanyDelphi or an Affiliate of Delphi, except as otherwise set forth hereinDelphi may, the Company may in its discretion, require the transferor thereof to provide to the Company an Delphi a written opinion of counsel selected by the transferorreasonably acceptable to Delphi, the form and substance of which opinion shall be reasonably satisfactory to the CompanyDelphi, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(bc) The Purchasers agree to Each Shareholder receiving notes of Delphi comprising the imprinting, so long as is required by this Section 3.1(b), Note Consideration agrees that it will not transfer such notes without the prior written consent of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionDelphi.
Appears in 1 contract
Transfer Restrictions. (a) Guilford may not transfer shares of Common Stock unless it complies with the provisions of this Section 9. If Guilford receives a bona fide unconditional offer (the "Offer") to Transfer all or any portion of its Common Stock, Guilford must promptly notify in writing (the "Original Notice") the Company of its desire to transfer the Common Stock. The Securities may only Company shall have the option to purchase, upon the same terms and conditions listed in the Offer, the total amount of the Common Stock to be disposed Transferred within thirty (30) days of --------------------- pursuant receiving the Original Notice. To exercise its right to an effective registration statement under purchase the Securities ActCommon Stock, the Company must send written notice of its intent to Guilford within ten (10) days after receiving the Original Notice and purchase the Common Stock within thirty (30) days of receiving the Original Notice. If the Company does not give notice within the aforementioned ten (10) day period, then Guilford shall be at liberty to sell the Common Stock upon the same terms and conditions listed in the Offer, to the Company or pursuant to an available exemption from or in a transaction not subject to Person who made the registration requirements of Offer, within ninety (90) days after the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights AgreementOriginal Notice.
(b) The Purchasers agree If any Person or group of Persons (collectively, the "Transfer Group") proposes to transfer any shares of Common Stock in a single transaction or series of related transactions, to any third-party offeror (the "Offeror") for cash at a price per share greater than the highest price paid by Guilford for any shares purchased pursuant to this Agreement, and if as a result of such transfer or transfers more than fifty percent (50%) of the outstanding Common Stock would be owned by the Offeror, then the Transfer Group must permit Guilford to sell to the imprintingOfferor, so long on the same terms and conditions as is required by this Section 3.1(b)offered to the Transfer Group, all of the Common Stock held by Guilford. If Guilford does not elect to sell to the Offeror, then following legend the Closing of the Offeror's purchase of shares from the Transfer Group, at the option of the Offeror, Guilford shall be required to sell it Common Stock to the Offeror at the same prices and on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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 1933same terms and conditions, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain meeting the legend conditions set forth above nor any other legend if in the conversion of Debentures or the exercise of the Warrantspreceding sentence, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel offered to issue the legal opinion included in the Transfer Agent Instructions Group. This provision will not be construed so as to place restrictions on the Company's transfer agent on the Effective Date. The Company agrees thatright to merge, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate reorganize or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer consolidate as set forth in SECTION 11.4.
(c) The rights and obligations of this SectionArticle 10 shall terminate and be of no further effect upon the earlier to occur of (i) the Company's initial public offering of Common Stock and (ii) with respect to any share of Common Stock, the transfer by Guilford of that share of Common Stock in accordance with the terms of this Agreement.
Appears in 1 contract
Sources: License, Development and Commercialization Agreement (Guilford Pharmaceuticals Inc)
Transfer Restrictions. (ai) The Every Note that bears or is required under this Section 2.06(e) to bear the Restricted Securities Legend (a “Restricted Note”) shall be subject to the restrictions on transfer set forth in this Section 2.06(e) and such legend unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company, and the Holder of each such Restricted Note, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. If a request is made by a Holder of a Restricted Note to remove the Restricted Securities Legend affixed to the certificate representing such Restricted Note prior to the Free Trade Date of such Restricted Note, then the Company, the Guarantor, the Trustee and the Registrar may only refuse to effect such removal unless there is delivered to the Company, the Guarantor, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Guarantor, the Trustee and the Registrar may reasonably require to determine that such removal complies with the Securities Act and other applicable securities laws. For the avoidance of doubt, any new Note to be disposed of --------------------- issued and authenticated to effect such removal pursuant to an effective the preceding sentence will be subject to the requirements of Section 2.02, Section 13.06 and Section 13.07.
(ii) Except as provided elsewhere in this Indenture, until the Free Trade Date of any Note, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon exchange thereof, which shall bear the Restricted Stock Legend, if applicable) shall bear the Restricted Securities Legend unless (I) such Notes have been transferred (1) under a registration statement that has become effective under the Securities Act, or (2) in accordance with Rule 144, or (II) such requirement is waived by the Company. The Trustee will be entitled to assume that the Free Trade Date with respect to any Note has not occurred until and unless it has received written notice of its occurrence by the Company.
(iii) No transfer of any Restricted Note will be registered by the Registrar unless the applicable box on the Assignment Form attached to such Restricted Note has been checked and an Officer’s Certificate, Opinion of Counsel and such other information as required by the Registrar or Company confirming that the applicable condition to transfer has been satisfied have been provided.
(iv) Without limiting the generality of any other provision of this Indenture (including Section 3.08), the Restricted Securities Legend affixed to any Note will be deemed, pursuant to this Section 2.06(e)(iv) and the footnote to such Restricted Securities Legend, to be removed therefrom upon the Company’s delivery to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements Trustee of the Securities Actnotice, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register signed on the books behalf of the Company and with any transfer agent by one (1) of its Officers, to such effect (and, for the securities avoidance of doubt, such notice need not be accompanied by an Opinion of Counsel in order to be effective to cause such Restricted Securities Legend to be deemed to be removed from such Note). If such Note bears a “restricted” CUSIP or ISIN number at the time of such delivery, then, upon such delivery, such Note will be deemed, pursuant to this Section 2.06(e)(iv) and the footnotes to the CUSIP and ISIN numbers set forth on the face of the Company any transfer of Securities certificate representing such Note, to thereafter bear the “unrestricted” CUSIP and ISIN numbers identified in such footnotes; provided, however, that if such Note is a Global Note and the Depositary thereof requires a mandatory exchange or other procedure to cause such Global Note to be identified by a Purchaser to an Affiliate “unrestricted” CUSIP and ISIN numbers in the facilities of such Purchaser or to one or more funds or managed accounts under common management with such PurchaserDepositary, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to then (i) the Company that it is an "accredited investor" will effect such exchange or procedure as defined in Rule 501(asoon as reasonably practicable; and (ii) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereofof Section 3.08(b). Any , such transferee shall agree in writing Global Note will not be deemed to be bound identified by the terms of this Agreement “unrestricted” CUSIP and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or, if there is not then an effective Underlying Shares Registration Statement, at ISIN numbers until such time as such legend exchange or procedure is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Sectioneffected.
Appears in 1 contract
Sources: Indenture (Redwood Trust Inc)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities lawsthereof. In connection with any transfer of any Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books and records of the Company and with or on the register of any transfer agent for the securities of the Company Securities (i) any transfer of Securities by a one Purchaser to another Purchaser, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, and (ii) any transfer by any Purchaser to an Affiliate (as such term is defined under Rule 405 promulgated under the Securities Act) of such Purchaser or to one or more funds or managed accounts under common management with such an Affiliate of another Purchaser, and or any transfer transfers among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act and that it is acquiring any such Securities in accordance with the Securities solely for investment purposes (subject to representation provided by the qualifications hereoforiginal Purchaser in Section 2.2(b). Any such Purchaser or Affiliate transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. [FOR DEBENTURES ONLY] THIS DEBENTURE IS SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 3.8 OF A CONVERTIBLE DEBENTURE PURCHASE AGREEMENT, DATED AS EVIDENCED BY OF MAY 15, 2006, BETWEEN INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD. (THE “COMPANY”) AND THE ORIGINAL HOLDER HEREOF. A LEGAL OPINION COPY OF COUNSEL TO THAT AGREEMENT IS ON FILE AT THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE PRINCIPAL OFFICE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor (or any other legend legend) if the conversion of Debentures or the Debentures, exercise of the WarrantsWarrants or other issuances of Underlying Shares as contemplated hereby, as the case may be, occurs at any time while an Underlying Shares Securities Registration Statement is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Securities Registration Statement, Statement at such time as time, if in the opinion of counsel to the Company such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by Act. In the staff event the legend referenced above is required pursuant to this Section 3.1(b) at the time of the Commission). The Company shall cause its counsel to issue initial issuance of Underlying Shares, the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatthat it will provide each Purchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend is no longer required hereunder. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionSection 3.1(b).
Appears in 1 contract
Sources: Convertible Debenture Unit Purchase Agreement (Integrated Environmental Technologies, Ltd.)
Transfer Restrictions. (a) The Securities may only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities lawsthereof. In connection with any transfer of any Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, Company hereby consents to and agrees to register on the books and records of the Company and with or on the register of any transfer agent for the securities of the Company Securities any transfer of Securities by a the Purchaser to an Affiliate (as such term is defined under Rule 405 promulgated under the Securities Act) of such the Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer transfers among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring makes the Securities solely for appropriate investment purposes (subject to the qualifications hereof)representations. Any Each such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a the Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Purchaser agrees to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 LAWS. [FOR DEBENTURES ONLY] THIS DEBENTURE IS SUBJECT TO CERTAIN RESTRICTIONS ON CONVERSION SET FORTH IN SECTION 3.8 OF THE CONVERTIBLE DEBENTURE PURCHASE AGREEMENT, DATED AS EVIDENCED BY OF APRIL 8, 1998, BETWEEN FIX-CORP INTERNATIONAL, INC. (THE "COMPANY") AND THE ORIGINAL HOLDER HEREOF. A LEGAL OPINION COPY OF COUNSEL TO THAT AGREEMENT IS ON FILE AT THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE PRINCIPAL OFFICE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other legend if the conversion of Debentures or the Debentures, exercise of the WarrantsWarrant or other issuances of Underlying Shares, as the case may be, occurs at any time while an Underlying Shares Securities Registration Statement is effective under the Securities Act or, if in the event there is not then an effective Underlying Shares Securities Registration Statement, Statement at such time as time, if in the opinion of counsel to the Company such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue agrees that it will provide the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees thatPurchaser, following the Effective Dateupon request, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of with a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legendssuch legend at such time as such legend is no longer required hereunder. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this SectionSection 3.1(b).
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Fix Corp International Inc)
Transfer Restrictions. (a) The Securities If an Investor should decide to dispose of any --------------------- of the Securities, such Investor understands and agrees that it may do so only be disposed of --------------------- pursuant to an effective registration statement under the Securities Act, Act or in accordance with the following: (i) to the Company or pursuant Company, (ii) to an available exemption from or any Person reasonably believed by such Investor to be a "qualified institutional buyer" (as defined in a transaction not subject to Rule 144A under the registration requirements of Securities Act) in compliance with Rule 144A under the Securities Act, (iii) pursuant to and in compliance with restrictions set forth in Rule 144 under the Securities Act, (iv) to any Person who is reasonably believed by such Investor to be an Accredited Investor and that, prior to such transfer, furnishes to the Investor and the Company a signed letter confirming its status as an Accredited Investor and agreeing to the restrictions on transfer of the Securities set forth in this Agreement, (v) to any Affiliate of such Investor pursuant to an applicable federal and state exemption under the Securities Act, or (vi) in compliance with the requirements for transfer of securities lawsacquired in a transaction to which the exemption set forth in Section 3(a)(9) of the Securities Act is applicable. In connection with any transfer of any Securities other than (i) any transfer pursuant to an effective registration statement or (ii) any transfer by a qualified institutional buyer (as defined in Rule 144A under the Securities Act) pursuant to the Company, except as otherwise set forth hereinclause (i) or (ii) above, the Company may require that the transferor thereof to of any such Securities provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferor, which counsel shall be and the form and substance of which opinion shall be be, reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities ActAct or any state securities laws. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and In connection with any transfer agent for pursuant to clause (ii) above, the securities Company may request reasonable certification as to the status of the Company any transfer of Securities by transferor's transferee as a Purchaser to an Affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such Affiliates or one or more funds or managed accounts, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and that it is acquiring the Securities solely for investment purposes (subject to the qualifications hereof)qualified institutional buyer. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
(b) The Purchasers agree Each Investor agrees to the imprinting, so long as is required by this Section 3.1(b)appropriate, of (i) on certificates representing the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE 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 1933Senior Secured Debt, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall not contain the legend set forth above nor any other on the form of Senior Secured Note attached as Exhibit B-1 hereto, (ii) on the Debt Exchange Warrants, the legend if set forth on the conversion form of Debentures or Debt Exchange Warrant attached as Exhibit C-2 hereto and (iii) on certificates representing the Common Stock issuable (x) upon the exercise of Debt Exchange Warrants or (y) as provided for in Section 2.3, a legend substantially similar to the Warrants, as foregoing legends. The legends set forth above may be removed if and when the case may be, occurs at any time while applicable Securities are disposed of pursuant to an Underlying Shares Registration Statement is effective registration statement under the Securities Act oror if in the opinion of counsel to the Company experienced in the area of United States securities laws such legend is no longer required under applicable requirements of the Securities Act. Each of the Securities shall also bear any other legends required by applicable federal or state securities laws, if there is which legends may be removed when, in the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Investor, upon request, with a substitute document evidencing the Securities not then an effective Underlying Shares Registration Statement, bearing such legend at such time as such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue the legal opinion included in the Transfer Agent Instructions to the Company's transfer agent on the Effective Date. The Company agrees that, following the Effective Date, it will, no later than three Trading Days following the delivery by a Purchaser to the Company of a certificate or certificates representing such Underlying Shares, issued with a restrictive legend, deliver to such Purchaser certificates representing such Underlying Shares which shall be free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth in this Sectionlonger applicable.
Appears in 1 contract
Sources: Master Recapitalization Agreement (Imperial Credit Industries Inc)