Registration or Exemption Requirements. Such Investor acknowledges and understands that the Shares and the Warrants may not be resold or otherwise transferred except in a transaction registered under the Securities Act, or unless an exemption from such registration is available. Such Investor understands that the Warrants and the certificates evidencing the Shares will be imprinted with a legend that prohibits the transfer of such securities unless (a) they are registered or such registration is not required and (b) if the transfer is pursuant to an exemption from registration under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt; provided, however, that notwithstanding the foregoing, Section 3.2(d) hereof shall also apply to such transfers.
Appears in 4 contracts
Samples: Common Stock and Warrant Purchase Agreement (Rigel Pharmaceuticals Inc), Warrant Purchase Agreement (MPM Bio Ventures Iii Lp), Common Stock and Warrant Purchase Agreement (Frazier Healthcare Ii Lp)
Registration or Exemption Requirements. Such Investor Each Subscriber acknowledges and understands that the Shares and the Warrants Securities may not be resold or otherwise transferred except in a transaction registered under the Securities Act, Act and any applicable state securities laws or unless an exemption from such registration is available. Such Investor Each Subscriber understands that the Warrants Preferred Stock and the Warrant certificates evidencing the Shares will be imprinted with a legend that prohibits the transfer of such securities the Securities unless (ai) they are registered or such registration is not required required, and (bii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt; provided, however, that notwithstanding the foregoing, Section 3.2(d) hereof shall also apply to such transfers.
Appears in 1 contract
Samples: Sgi International
Registration or Exemption Requirements. Such Investor Purchaser further acknowledges and understands that the Shares and the Warrants may not be resold or otherwise transferred except in a transaction registered under the Securities Act, Act or unless an exemption from such registration is available. Such Investor Purchaser understands that the Warrants and the certificates certificate(s) evidencing the Shares will be imprinted with a legend that prohibits the transfer of such securities the Shares unless (ai) they are registered or such registration is not required required, and (bii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt; provided, however, that notwithstanding the foregoing, Section 3.2(d) hereof shall also apply to such transfers.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Southern Mineral Corp)