Common use of Other Agreements of the Parties Clause in Contracts

Other Agreements of the Parties. 4.1 (a) The Company and each Investor severally and not jointly agree, that the Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to (i) an effective registration statement, (ii) to the Company, (iii) to an Affiliate of an Investor or (iv) in connection with a pledge as contemplated in Section 4.1(b), the transferor thereof will, if required by the Company, provide to the Company an opinion of counsel selected by the transferor, 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. 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 an Investor hereunder and under the Registration Rights Agreement.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Daegis Inc.), Securities Purchase Agreement (Daegis Inc.), Securities Purchase Agreement (Unify Corp)

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Other Agreements of the Parties. 4.1 4.1. (a) The Company Note, the Warrant and each Investor severally and not jointly agree, that the Securities Underlying Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities Note, the Warrant and the Underlying Shares other than pursuant to (i) an effective registration statement, (ii) to the Company, (iii) to an Affiliate of an the Investor or (iv) in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof will, if required by the Company, to provide to the Company an opinion of counsel selected by the transferor, transferor and reasonably acceptable to the CompanyCompany or a written confirmation, 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 Note, Warrant or Underlying Shares under the Securities Act. 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 an the Investor hereunder and under the Registration Rights this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Taoping Inc.)

Other Agreements of the Parties. 4.1 4.1. (a) The Company Note, the Warrant and each Investor severally and not jointly agree, that the Securities Underlying Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities Note, the Warrant and the Underlying Shares other than pursuant to (i) an effective registration statement, (ii) to the Company, (iii) to an Affiliate of an Investor or (iv) in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof will, if required by the Company, to provide to the Company an opinion of counsel selected by the transferor, transferor and reasonably acceptable to the CompanyCompany or a written confirmation, 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 Note, Warrant or Underlying Shares under the Securities Act. 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 an such Investor hereunder and under the Registration Rights this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Taoping Inc.)

Other Agreements of the Parties. 4.1 (a) The Each of the Company and each Investor severally and not jointly agree, that the Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to (i) an effective registration statement, (ii) to the Company, (iii) to an Affiliate of an Investor Investor, or (iv) in connection with a pledge as contemplated in Section 4.1(b), the transferor thereof will, if required by the Company, provide to the Company an opinion of counsel selected by the transferor, 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. 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 an Investor hereunder and under the Registration Rights Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (InfoSearch Media, Inc.)

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Other Agreements of the Parties. 4.1 5.1 (a) The Company and each the Investor severally and not jointly agree, agree that the Securities Common Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities Common Shares other than pursuant to (i) an effective registration statement, (ii) to the Company, (iii) to an Affiliate of an the Investor or (iv) in connection with a pledge as contemplated in Section 4.1(b5.1(b), the transferor thereof will, if required by the Company, provide to the Company an opinion of counsel selected by the transferor, 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 Common Shares under the Securities Act. 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 an Investor hereunder and under the Registration Investor Rights Agreement.

Appears in 1 contract

Samples: Common Share Purchase and Revenue Share Agreement (Resource Holdings, Inc.)

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