Resale of Common Stock. Before any sale or transfer of the Common Stock purchased upon exercise of the Option, the Director will deliver to the Company an opinion of counsel satisfactory to counsel for the Company to the effect that either (i) the Common Stock to be sold or transferred has been registered under the Securities Act and that there is in effect a current prospectus meeting the requirements of Subsection 10(a) of the Securities Act which is being or will be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates evidencing the Common Stock to be sold or transferred, or (ii) such Common Stock may then be sold without violating Section 5 of the Securities Act. The Common Stock issued upon exercise of the Option shall bear the following legend if required by counsel for the Company: THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.
Resale of Common Stock. (a) If so requested by the Corporation, upon any sale or transfer of the Common Stock purchased upon exercise of the Option, the Employee shall deliver to the Corporation an opinion of counsel satisfactory to the Corporation to the effect that either (i) the Common Stock to be sold or transferred has been registered under the Securities Act, and that there is in effect a current prospectus meeting the requirements of Section 10(a) of the Securities Act which is being or will be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates evidencing the Common Stock to be sold or transferred, or (ii) such Common Stock may then be sold without violating Section 5 of said Act.
Resale of Common Stock. Holder and the Company acknowledge that as of the date hereof the Staff of the Division of Corporation Finance of the SEC has published Compliance & Disclosure Interpretation 528.04 in the Securities Act Rules section thereof, stating that the holder of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act to establish an exemption from registration requirements under Section 4(a)(1) under the Act, but may nonetheless apply Rule 144 constructively for the resale of such shares in the following manner: (a) provided that six months has elapsed since the last sale under the registration statement, an underwriter or finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except for the notice requirement; (b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made with an appropriate, current prospectus, or unless the sale is made pursuant to the conditions contained in (a) above; (c) a purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s holding period, provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees may tack the firm’s holding period for purposes of Rule 144(d), but they must aggregate sales of the distributed shares with those of other employees, as well as those of the underwriter or finder, for a six-month period from the date of the transfer to the employees. Holder and the Company also acknowledge that the Staff of the Division of Corporation Finance of the SEC has advised in various no-action letters that the holding period associated with securities issued without registration to a service provider commences upon the completion of the services, which the Company agrees and acknowledges shall be the final closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities acquired from the issuer solely in exchange for other securities of the same issuer shall be deemed to have been acquired at the same time as the securities surrendered for conversion (which the Company agrees is the date of the initial issuance of this Purchase Warrant). In the event that following a reasonably-timed written request by Hxxxxx to transfer the shares of Common Stock in accordance with Compliance & Disclosure Interpretation 528.04 counsel for the Company in good f...
Resale of Common Stock. (a) If so requested by the Company, upon any sale or transfer of the Common Stock purchased upon exercise of the Option (subject to the provisions of Section 11(c) hereof), the Optionee shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that either (i) the Common Stock to be sold or transferred has been registered under the Securities Act of 1933, as amended, and that there is in effect a current prospectus meeting the requirements of Section 10(a) of said Act which is being or will be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates evidencing the Common Stock to be sold or transferred, or (ii) such Common Stock may then be sold pursuant to an exemption from registration requirements or otherwise without violating Section 5 of said Act.
Resale of Common Stock. Upon any sale or transfer of the Common Stock purchased upon exercise of the Options, the Executive shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that either (a) the sale of the Common Stock to be so sold or transferred has been registered under the Securities Act or (b) such Common Stock may then be sold without registration under the Securities Act and applicable state securities laws. The certificates evidencing the shares of Common Stock issued upon exercise of the Options shall bear a legend to the following effect (unless the Company requires otherwise): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING SUCH SECURITIES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS."
Resale of Common Stock. Except for the Public Offering, Stockholder will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Common Stock in the absence of either an effective registration statement or an opinion of reputable securities counsel satisfactory in form and substance to Delaware inTEST and its counsel that such proposed sale, transfer, assignment, pledge or other disposition would not be in violation of the Act.
Resale of Common Stock. (a) Upon any sale or transfer of the Common Stock purchased upon exercise of the Option, IRD shall deliver to UNRG an opinion of counsel satisfactory to UNRG to the effect that such Common Stock may be sold without violating Section 5 of said Act.
Resale of Common Stock. The shares of Common Stock issued to the Holders pursuant to this Agreement will not be "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), because they are being issued pursuant to the exemption to the registration requirements of the Securities Act provided by Section 3(a)(9) of the Securities Act. Such shares of Common Stock may be freely resold or transferred by the Holders who are not affiliates of the Company. Those Holders who are deemed to be affiliates of the Company may resell the shares of Common Stock issuable to him, her or it under this Agreement subject to the provisions of Rule 144 (except for the holding period requirement), absent registration or an appropriate exemption. Representations of the Holders. Each Holder represents to and agrees with the Company as follows:
Resale of Common Stock. The Subscriber agrees that it will only sell shares of Common Stock issued upon Conversion of the Preferred Stock pursuant to the Registration Statement or an available exemption and agrees to deliver a prospectus in connection with any sale made pursuant to the Registration Statement. Conversion Shares shall be issued to transferees thereof without restrictive legend upon the terms set forth in the Irrevocable Instructions to Transfer Agent. In addition, the Company will, or will instruct the Transfer Agent to, remove the restrictive legend from Conversion Shares provided the Conversion Shares are eligible for resale pursuant to Rule 144(k) and the Holder thereof makes the representations necessary for counsel to the Company to issue a legal opinion to that effect.
Resale of Common Stock. The shares of Common Stock issued to the Holders pursuant to this Agreement will not be "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Securities Act").
