Common use of No Transferability Clause in Contracts

No Transferability. Subscriber understands that: (a) the Units and the underlying shares of common stock shall not be transferable in the absence of registration under the Securities Act and applicable Blue Sky laws or an exemption therefrom or in the absence of compliance with any term of this Agreement; (b) the Company shall provide stop transfer instructions to its transfer agent with respect to the Shares and the Warrant Shares in order to enforce the restrictions contained in this Section 5.4; and (c) each certificate representing Shares and Warrant Shares shall be in the name of Subscriber and shall bear substantially the following legends (in addition to any legends required under applicable securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY JURISDICTION, AND MAY ONLY BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF BY AN SUBSCRIBER IF SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE." The legend contained in this Section 5.4 may be removed from a stock certificate representing the Shares immediately upon receipt by the Company's transfer agent of a certificate substantially in the form of APPENDIX III attached hereto and such other documentation as the transfer agent may routinely require, including, but not limited to, an opinion of counsel. Notwithstanding the foregoing, such Shares and Warrant Shares must be held in certificated form until such shares have been sold in accordance with the provisions of APPENDIX III attached hereto.

Appears in 1 contract

Sources: Subscription Agreement (NTN Communications Inc)

No Transferability. Subscriber The Investor understands that: that unless there is a registration statement in effect regarding the Shares: (a) neither the Units and Shares nor the underlying shares of common stock Warrant shall not be transferable in the absence of registration under the Securities Act and applicable Blue Sky laws or an exemption therefrom or in the absence of compliance with any term of this Subscription Agreement; (b) the Company shall provide stop transfer instructions to its transfer agent with respect to the Shares and the Warrant Shares in order to enforce the restrictions contained in this Section 5.4; and (c) each certificate representing Shares and Warrant Shares shall be in the name of Subscriber Investor and shall bear substantially the following legends (in addition to any legends required under applicable securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY JURISDICTION, AND MAY ONLY BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF BY AN SUBSCRIBER INVESTOR IF SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE." The Upon the effectiveness of a registration statement covering the Shares, the legend contained in this Section 5.4 may and all other transfer restrictions on the Shares shall be removed from a stock within five (5) business days after the legended certificate representing for the Shares immediately upon receipt by is presented to the Company's transfer agent of a certificate substantially in the form of APPENDIX III attached hereto and such other documentation as the transfer agent may routinely require, including, but not limited to, an opinion of counsel. Notwithstanding the foregoing, such Shares and Warrant Shares must be held in certificated form until such shares have been sold in accordance with the provisions of APPENDIX III attached heretoagent.

Appears in 1 contract

Sources: Common Stock Subscription Agreement (Trikon Technologies Inc)

No Transferability. Subscriber Seller understands that: (a) subject to Section 6.6, the Units and the underlying shares of common stock Purchase Price Shares shall not be transferable in the absence of registration under the Securities Act and applicable Blue Sky laws or an exemption therefrom or in the absence of compliance with any term of this Agreement; (b) the Company CIC shall provide stop transfer instructions to its transfer agent with respect to the Shares and the Warrant Purchase Price Shares in order to enforce the restrictions contained in this Section 5.44.26; and (c) each certificate representing Shares and Warrant the Purchase Price Shares shall be in the name of Subscriber Seller or a Subsequent Purchaser and shall bear substantially the following legends (in addition to any legends required pursuant to a Related Agreement or under applicable securities laws): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ACQUIRED DIRECTLY OR INDIRECTLY FROM THE ISSUER WITHOUT BEING REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED ANY OTHER APPLICABLE SECURITIES LAWS, AND ARE RESTRICTED SECURITIES, AS THAT TERM IS DEFINED UNDER RULE 144 PROMULGATED UNDER THE SECURITIES LAWS OF ANY JURISDICTION, AND ACT. THE SHARES MAY ONLY NOT BE SOLD, PLEDGED, TRANSFERRED TRANSFERRED, DISTRIBUTED OR OTHERWISE DISPOSED OF BY AN SUBSCRIBER IF SUBSEQUENTLY IN ANY MANNER (A "TRANSFER") UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER ANY OTHER APPLICABLE STATE SECURITIES LAWS, OR UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLETHE REQUEST FOR TRANSFER IS ACCOMPANIED BY A FAVORABLE OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER, STATING THAT THE TRANSFER WILL NOT RESULT IN A VIOLATION OF THE ACT OR ANY OTHER APPLICABLE SECURITIES LAW." The Buyer shall cause the legend contained in this Section 5.4 may 4.26 to be removed from a stock certificate representing promptly after the Shares immediately upon receipt by the Company's transfer agent of a certificate substantially of Seller or a Subsequent Purchaser, whichever the case may be, certifying that the sale of the Purchase Price Shares shall be consummated in accordance with an effective Registration Statement and the form requirement of APPENDIX III attached hereto and delivering a current prospectus of CIC in connection with such other documentation as the transfer agent may routinely require, including, but not limited to, an opinion of counselsale. Notwithstanding the foregoing, such Shares and Warrant Shares must be held by Sellers and Subsequent Purchaser in certificated form until such shares have been sold all restrictive legends required by applicable law may be removed in accordance with the provisions of APPENDIX III attached heretoapplicable law.

Appears in 1 contract

Sources: Asset Purchase Agreement (Communication Intelligence Corp)

No Transferability. Subscriber Investor understands that: (a) neither the Units and Shares nor the underlying shares of common stock Warrant shall not be transferable in the absence of registration under the Securities Act and applicable Blue Sky laws or an exemption therefrom or in the absence of compliance with any term of this Subscription Agreement; (b) the Company shall provide stop transfer instructions to its transfer agent with respect to the Shares and the Warrant Shares in order to enforce the restrictions contained in this Section 5.4; and (c) each certificate representing Shares and Warrant Shares shall be in the name of Subscriber Investor and shall bear substantially the following legends (in addition to any legends required under applicable securities laws): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY JURISDICTION, AND MAY ONLY BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF BY AN SUBSCRIBER INVESTOR IF SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE." The legend contained in this Section 5.4 may be removed from a stock certificate representing the Shares immediately upon receipt by the Company's transfer agent of a certificate substantially in the form of APPENDIX III Appendix II attached hereto and such other documentation as the Company's transfer agent may routinely require, including, but not limited to, an opinion of counsel. Notwithstanding the foregoing, such Shares and Warrant Shares must be held in certificated form until such shares Shares have been sold in accordance with the provisions of APPENDIX III Appendix II attached hereto.

Appears in 1 contract

Sources: Common Stock Subscription Agreement (Interplay Entertainment Corp)