Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 73 contracts
Samples: BG Medicine, Inc., Securities Purchase Agreement (Student Advantage Inc), Securities Purchase Agreement (Student Advantage Inc)
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "“Act"”), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 27 contracts
Samples: Common Stock Purchase Warrant (Stockeryale Inc), Rights Agreement (Tessera Technologies Inc), PLC Systems Inc
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act")and under applicable state securities or blue sky laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 12 contracts
Samples: Open Energy Corp, Open Energy Corp, Barnabus Energy, Inc.
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 9 contracts
Samples: Extension Agreement, Igi Inc, Igi Inc
Requirements for Transfer. (a) This Warrant and the shares of Common Stock issuable upon exercise of this Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 4 contracts
Samples: Northeast Optic Network Inc, Northeast Optic Network Inc, Northeast Optic Network Inc
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, Company (which opinion may be rendered by (x) staff counsel to the holder of the Warrant or (y) a law firm then designated by the holder as its special counsel) to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 4 contracts
Samples: Warrant Purchase Agreement (Ascent Pediatrics Inc), Ascent Pediatrics Inc, Ascent Pediatrics Inc
Requirements for Transfer. (a) a. This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 3 contracts
Samples: Saliva Diagnostic Systems Inc, Esat Inc, Saliva Diagnostic Systems Inc
Requirements for Transfer. (a) This Warrant and the Warrant Shares shares of Common Stock shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended amended, (the "“Act"), ”) or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, counsel to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 2 contracts
Samples: SUBAYE.COM, Inc., SUBAYE.COM, Inc.
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, counsel reasonably satisfactory to the Company, Company to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 2 contracts
Samples: Annuity & Life Re (Holdings), Ltd., Recapture Agreement (Annuity & Life Re Holdings LTD)
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.Act and that the transferee is an "accredited investor" as the term is defined in Rule 501(a) of Regulation D.
Appears in 2 contracts
Samples: Universal Detection Technology, Universal Detection Technology
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (ieither(i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), and under applicable state securities or blue sky laws,or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory reasonablysatisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 1 contract
Samples: Open Energy Corp
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act, or (iii) they are sold or transferred in compliance with the provisions of Rule 144 under the Act.
Appears in 1 contract
Samples: General Magic Inc
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.,
Appears in 1 contract
Samples: Bb Medtech Ag
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless (i) either (iA) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (iiB) the Company first shall have been furnished with an opinion of Registered Holder's legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act, and (ii) the Registered Holder complies with Section 7 below.
Appears in 1 contract
Samples: World Energy Solutions, Inc.
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.of
Appears in 1 contract
Samples: General Magic Inc
Requirements for Transfer. (a) This Warrant and the Warrant Shares and Underlying Warrants shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 1 contract
Samples: Irvine Sensors Corp/De/
Requirements for Transfer. (a) 26.1 This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the ActAct and any applicable state securities laws.
Appears in 1 contract
Samples: Frontline Communications Corp
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel of the Registered Holder (such opinion may be from the Registered Holder's inside counsel), reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 1 contract
Samples: BioVex Group, Inc.
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 1 contract
Samples: Intelect Communications Inc
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is is, and the issuance by the Company of shares of Common Stock upon exercise thereof will be, exempt from the registration requirements of the Act.
Appears in 1 contract
Samples: American Superconductor Corp /De/
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the CompanyCompany (it being acknowledged that Xxxxxxxxxxx & Xxxxxxxx LLP shall be deemed satisfactory), to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 1 contract
Samples: Bottomline Technologies Inc /De/
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, Company (which opinion may be rendered by (x) staff counsel to the effect that such sale or transfer is exempt from the registration requirements of the Act.the
Appears in 1 contract
Samples: Ascent Pediatrics Inc
Requirements for Transfer. (a) This Neither this Warrant and nor the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 1 contract
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "“Act"”), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 1 contract
Samples: Microvision Inc
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that that, in connection with such sale or transfer transfer, it is exempt from not necessary to file a registration statement pursuant to the registration requirements of the Act.
Appears in 1 contract
Samples: Acadia Pharmaceuticals Inc
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), and registered or qualified under applicable state securities laws or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the ActAct and applicable state securities laws.
Appears in 1 contract
Samples: Media Metrix Inc
Requirements for Transfer. (a) This Neither this Warrant and nor the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act").
Appears in 1 contract
Requirements for Transfer. (a) This Warrant and the shares of Common Stock issuable upon exercise of this Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as either (i) amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 1 contract
Samples: Northeast Optic Network Inc
Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the CompanyCompany (it being stipulated that an opinion of Xxxx and Xxxx LLP shall be satisfactory), to the effect that such sale or transfer is exempt from the registration requirements of the Act.
Appears in 1 contract