Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 231 contracts
Sources: Security Agreement (Phio Pharmaceuticals Corp.), Warrant Agreement (Phio Pharmaceuticals Corp.), Placement Agent Common Stock Purchase Warrant (Phio Pharmaceuticals Corp.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counsel, the counsel in form and substance of which opinion shall be reasonably satisfactory to the Company, Company to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 51 contracts
Sources: Common Stock Purchase Warrant (Bio Key International Inc), Placement Agent Warrant (Steakholder Foods Ltd.), Security Agreement (Steakholder Foods Ltd.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, Company to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 45 contracts
Sources: Common Stock Purchase Warrant (KCP Holdings LTD), Security Agreement (Triller Group Inc.), Placement Agent Warrant (Purple Biotech Ltd.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides to provide to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, Company to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 38 contracts
Sources: Underwriting Agreement (RoyaLand Co Ltd.), Placement Agent Common Stock Agreement (Adial Pharmaceuticals, Inc.), Common Stock Purchase Warrant (BioSig Technologies, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel, the counsel in form and substance of which opinion shall be reasonably satisfactory to the Company, Company to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 36 contracts
Sources: Placement Agent Common Stock Agreement (Actelis Networks Inc), Placement Agent Agreement (Imunon, Inc.), Securities Agreement (Ensysce Biosciences, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 27 contracts
Sources: Placement Agent Agreement (GT Biopharma, Inc.), Security Agreement (GT Biopharma, Inc.), Security Agreement (GT Biopharma, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, Company to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 13 contracts
Sources: Security Agreement (Edible Garden AG Inc), Common Stock Purchase Warrant (Edible Garden AG Inc), Common Stock Purchase Warrant (Worksport LTD)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counselcounsel selected by the Holder or transferee and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the such transfer of this Warrant does not require registration of such transferred Securities under the Securities Act.
Appears in 11 contracts
Sources: Common Stock Purchase Warrant (Volcon, Inc.), Common Stock Purchase Warrant (Autonomix Medical, Inc.), Employment Agreement (Volcon, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Incremental Warrant in connection with any transfer of this Incremental Warrant, the transfer of this Incremental Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Incremental Warrant, as the case may be, provides to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the transfer of this Incremental Warrant does not require registration under the Securities Act.
Appears in 8 contracts
Sources: Security Agreement (Freight Technologies, Inc.), Security Agreement (Autozi Internet Technology (Global) Ltd.), Security Agreement (Interactive Strength, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counselcounsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the such transfer of this Warrant does not require registration of such transferred Warrant under the Securities Act.
Appears in 6 contracts
Sources: Common Stock Purchase Warrant (Regulus Therapeutics Inc.), Security Agreement (Regulus Therapeutics Inc.), Security Agreement (Protagonist Therapeutics, Inc)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, Company to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 6 contracts
Sources: Securities Agreement (LogicMark, Inc.), Security Agreement (LogicMark, Inc.), Securities Agreement (LogicMark, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counselcounsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the such transfer of this Warrant does not require registration of such transferred Warrant under the Securities Act.
Appears in 5 contracts
Sources: Common Stock Purchase Warrant (Boatim Inc.), Common Stock Purchase Warrant (Boatim Inc.), Security Agreement (Jaguar Health, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counselcounsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the such transfer of this Warrant does not require registration of such transferred Warrants under the Securities Act.
Appears in 5 contracts
Sources: Pre Funded Common Stock Agreement (Agrify Corp), Pre Funded Common Stock Agreement (Agrify Corp), Pre Funded Common Stock Agreement (Agrify Corp)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company Company, at the Company’s sole expense, an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, Company to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 5 contracts
Sources: Security Agreement (BioSig Technologies, Inc.), Security Agreement (BioSig Technologies, Inc.), Security Agreement (Hoth Therapeutics, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, either (i) the transfer of this Warrant shall is not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or laws, (ii) the prospectus contained in an effective registration statement is not available for the transfer of this Warrant or (iii) the transfer of this Warrant is not eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 4 contracts
Sources: Underwriting Agreement (BK Technologies Corp), Representative’s Warrant Agreement (BK Technologies Corp), Representative’s Warrant Agreement (Ballantyne Strong, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides comply with the provisions the Exchange Agreement including, without limitation, the requirement to provide to the Company an opinion of counselcounsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the such transfer of this Warrant does not require registration of such transferred Warrant under the Securities Act.
Appears in 4 contracts
Sources: Credit and Guaranty Agreement (Karyopharm Therapeutics Inc.), Common Stock Purchase Warrant (Karyopharm Therapeutics Inc.), Common Stock Purchase Warrant (Karyopharm Therapeutics Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides Warrant provide to the Company an opinion of counselcounsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the such transfer of this Warrant does not require registration of such transferred Warrant under the Securities Act.
Appears in 3 contracts
Sources: Omnibus Amendment to Transaction Documents (Karyopharm Therapeutics Inc.), Revenue Interest Financing Agreement (Karyopharm Therapeutics Inc.), Common Stock Purchase Warrant (Karyopharm Therapeutics Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counselcounsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the such transfer of this Warrant or sale does not require registration of such transferred security under the Securities Act.
Appears in 3 contracts
Sources: Securities Agreement (Anavex Life Sciences Corp.), Securities Agreement (Anavex Life Sciences Corp.), Security Agreement (Genius Brands International, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that (i) the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counsel, the counsel in form and substance of which opinion shall be reasonably satisfactory to the Company, Company to the effect that the transfer of this Warrant does not require registration under the Securities Act, and (ii) comply with the provisions of Section 6.7 of the RDO Purchase Agreement.
Appears in 3 contracts
Sources: Common Stock Purchase Warrant (Smith Micro Software, Inc.), Common Stock Purchase Warrant (Smith Micro Software, Inc.), Common Stock Purchase Warrant (Smith Micro Software, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, Warrant provides to the Company an opinion of counselcounsel selected by the Holder or the transferee, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the such transfer of this Warrant does not require registration of such transferred Securities under the Securities Act.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Oramed Pharmaceuticals Inc.), Common Stock Purchase Warrant (Myomo Inc)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement registrationstatement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 2 contracts
Sources: Securities Agreement (Palatin Technologies Inc), Security Agreement (Palatin Technologies Inc)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides comply with the provisions the Purchase Agreement including, without limitation, the requirement to provide to the Company an opinion of counselcounsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the such transfer of this Warrant does not require registration of such transferred Warrant under the Securities Act.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Karyopharm Therapeutics Inc.), Common Stock Purchase Warrant (Karyopharm Therapeutics Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counselcounsel selected by the Holder or transferee and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory acceptable to the Company, to the effect that the such transfer of this Warrant does not require registration under the Securities Act.
Appears in 2 contracts
Sources: Secured Promissory Note (Duos Technologies Group, Inc.), Common Stock Purchase Warrant (Duos Technologies Group, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that (i) the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counsel, the counsel in form and substance of which opinion shall be reasonably satisfactory to the Company, Company to the effect that the transfer of this Warrant does not require registration under the Securities Act, and (ii) comply with the provisions of the Note Purchase Agreement.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Smith Micro Software, Inc.), Common Stock Purchase Warrant (Smith Micro Software, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, transferor thereof provides to the Company an opinion of counselcounsel selected by the transferor and reasonably acceptable to the Company and the Transfer Agent, the form and substance of which opinion shall be reasonably satisfactory to the CompanyCompany and the Transfer Agent, to the effect that the such transfer of this Warrant does not require registration of such transferred Securities under the Securities Act.
Appears in 2 contracts
Sources: Security Agreement (Ceres, Inc.), Security Agreement (Ceres, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either either: (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counselcounsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the such transfer of this Warrant does not require registration of such transferred Warrant under the Securities Act.
Appears in 1 contract
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides Warrant provide to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, Company to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Rapid Therapeutic Science Laboratories, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either either
(i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 1 contract
Sources: Class E Common Stock Purchase Warrant (Revelation Biosciences, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that require the Holder or transferee of this Warrant, as the case may be, provides transferor thereof to provide to the Company an opinion of counselcounsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the such transfer of this Warrant does not require registration of such transferred securities under the Securities Act.
Appears in 1 contract
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that (i) the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counsel, the counsel in form and substance of which opinion shall be reasonably satisfactory to the Company, Company to the effect that the transfer of this Warrant does not require registration under the Securities Act, and (ii) comply with the provisions of Section 7.7 of the PIPE Purchase Agreement.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Smith Micro Software, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Agile Therapeutics Inc)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities 12 Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counselcounsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the such transfer of this Warrant does not require registration of such transferred Warrant under the Securities Act.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Vallon Pharmaceuticals, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably reasonable satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 1 contract
Sources: Placement Agent Common Stock Agreement (Peraso Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counselcounsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the such transfer of this Warrant or sale does not require registration of such transferred security under the Securities Act.
Appears in 1 contract
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that (i) the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counsel, the counsel in form and substance of which opinion shall be reasonably satisfactory to the Company, Company to the effect that the transfer of this Warrant does not require registration under the Securities Act, and (ii) comply with the provisions of Article V of the PIPE Purchase Agreement.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Smith Micro Software, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and substance of which such opinion shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under the Securities Act.
Appears in 1 contract
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under the Securities Act..
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Agile Therapeutics Inc)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides to provide to the Company an opinion of counselcounsel selected by the Holder or the transferee and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the such transfer of this Warrant does not require registration under the Securities Act.
Appears in 1 contract
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that (i) the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counsel, the counsel in form and substance of which opinion shall be reasonably satisfactory to the Company, Company to the effect that the transfer of this Warrant does not require registration under the Securities Act, and (ii) comply with the provisions of Section 5.7 of the Purchase Agreement.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Smith Micro Software, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under the Securities Act..
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Agile Therapeutics Inc)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement registrationstatement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under the Securities ActSecurities.
Appears in 1 contract
Sources: Security Agreement (Creative Medical Technology Holdings, Inc.)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements permitted pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides provide to the Company an opinion of counselcounsel reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the such transfer of this Warrant does not require registration of this Warrant under the Securities Act.
Appears in 1 contract