Common use of Registration or Exemption Requirements Clause in Contracts

Registration or Exemption Requirements. Purchaser further acknowledges and understands that the shares of Common Stock 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. Purchaser understands that the certificate(s) evidencing the shares of Common Stock will be imprinted with a legend that prohibits the transfer of the shares of Common Stock unless (i) they are registered or such registration is not required, and (ii) 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.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Shaman Pharmaceuticals Inc), Common Stock Purchase Agreement (Pharmacyclics Inc), Common Stock Purchase Agreement (Pharmacyclics Inc)

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Registration or Exemption Requirements. Purchaser Such Investor further acknowledges and understands that the shares of Common Stock Shares and the Warrant 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. Purchaser Such Investor understands that the Warrant and the certificate(s) evidencing the shares of Common Stock Shares will be imprinted with a legend that prohibits the transfer of the shares of Common Stock such securities unless (i) they are registered or such registration is not required, and (ii) except as otherwise provided in Section 2.3(c), 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.

Appears in 2 contracts

Samples: Common Stock and Warrant Purchase Agreement (Ista Pharmaceuticals Inc), Common Stock and Warrant Purchase Agreement (Ista Pharmaceuticals Inc)

Registration or Exemption Requirements. Purchaser further acknowledges and understands that the shares of Common Stock Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available. Purchaser understands that the certificate(s) evidencing the shares of Common Stock Shares will be imprinted with a legend that prohibits the transfer of the shares of Common Stock Shares unless (i) they are registered or such registration is not required, and (ii) 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.

Appears in 2 contracts

Samples: Agreement (Pharmos Corp), Preferred Stock Securities Purchase Agreement (Buchanan Partners LTD)

Registration or Exemption Requirements. Purchaser further acknowledges and understands that the shares of Common Stock may not be resold or otherwise transferred except in a transaction registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available. Purchaser understands that the certificate(s) evidencing the shares of Common Stock Share Certificate will be imprinted with a legend that prohibits the transfer assignment of the shares of Common Stock Share Certificate unless (i) they are it is registered or such registration is not required, and (ii) 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 Ropes & Gxxx or other counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Cypros Pharmaceutical Corp)

Registration or Exemption Requirements. The Purchaser further acknowledges and understands that the shares of Common Stock Shares 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. The Purchaser understands that the certificate(s) evidencing the shares of Common Stock Shares will be imprinted with a legend that prohibits the transfer of the shares of Common Stock such securities unless (i) they are registered or such registration is not required, and (ii) 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.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Siemens Aktiengesellschaft)

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Registration or Exemption Requirements. Purchaser further Each of the Subscribers acknowledges and understands that the Securities (and any shares of Common Stock issued upon exercise of the Warrants) may not be resold or otherwise transferred except in a transaction registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available. Purchaser Each of the Subscribers understands that the certificate(s) evidencing the shares of Common Stock Securities will be imprinted with a legend that prohibits the transfer of the shares of Common Stock Securities unless (i) they are registered under applicable securities laws or such registration is not required, and or (ii) 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 writingregistration, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 1 contract

Samples: Note Subscription Agreement (Datametrics Corp)

Registration or Exemption Requirements. Purchaser further --------------------------------------- acknowledges and understands that the shares of Common Stock 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. Purchaser understands that the certificate(s) evidencing the shares of Common Stock will be imprinted with a legend that prohibits the transfer of the shares of Common Stock unless (i) they are registered or such registration is not required, and (ii) 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.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Soros Fund Management LLC)

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