Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 34 contracts
Samples: Registration Rights Agreement (Andina Acquisition Corp), Registration Rights Agreement (Andina Acquisition Corp), Registration Rights Agreement (Andina Acquisition Corp)
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 24 contracts
Samples: Terra Nova Acquisition CORP, DG Acquisition Corp., Courtside Acquisition Corp
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption)Company, or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities that includes a current prospectus with respect to which the Holder has exercised its registration rights pursuant to Section 4.2 herein, has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 18 contracts
Samples: Underwriting Agreement (Soliton, Inc.), Underwriting Agreement (Soliton, Inc.), Underwriting Agreement (Soliton, Inc.)
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxxx Xxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 13 contracts
Samples: Phoenix India Acquisition Corp., Phoenix India Acquisition Corp., Phoenix India Acquisition Corp.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxx PC shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 9 contracts
Samples: United Refining Energy Corp, Industrial Services Acquisition Corp., Affinity Media International Corp.,
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”"COMMISSION") and compliance with applicable state securities law has been established.
Appears in 7 contracts
Samples: China Opportunity Acquisition Corp., Jaguar Acquisition Corp., Paramount Acquisition Corp
Restrictions Imposed by the Act. The securities Securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities Securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Ellenoff, Xxxxxxxx Xxxxxx & Schole LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities Securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “CommissionSEC”) and compliance with applicable state securities law has been established.
Appears in 7 contracts
Samples: Korea Milestone Acquisition CORP, Chardan 2008 China Acquisition Corp., GSME Acquisition Partners I
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Gxxxxxxx Mxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 7 contracts
Samples: Registration Rights Agreement (CB Pharma Acquisition Corp.), Registration Rights Agreement (CB Pharma Acquisition Corp.), Registration Rights Agreement (MTech Acquisition Corp)
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx DLA Piper Rudnick Gray Cary US LLP shall be deemed satisfactory evidence of the availability of xx xxx xxxxxxbxxxxx xx an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”"COMMISSION") and compliance with applicable state securities law has been established.
Appears in 6 contracts
Samples: ChinaGrowth South Acquisition CORP, ChinaGrowth South Acquisition CORP, ChinaGrowth North Acquisition CORP
Restrictions Imposed by the Act. The securities Securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities Securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxx PC shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities Securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “CommissionSEC”) and compliance with applicable state securities law has been established.
Appears in 6 contracts
Samples: S.E. Asia Emerging Market Company., LTD, S.E. Asia Emerging Market Company., LTD, Lucid Inc
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Dechert LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”"COMMISSION") and compliance with applicable state securities law has been established.
Appears in 5 contracts
Samples: Renaissance Acquisition Corp., Renaissance Acquisition Corp., Renaissance Acquisition Corp.
Restrictions Imposed by the Act. The securities Securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities Securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Lxxx & Lxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities Securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “CommissionSEC”) and compliance with applicable state securities law has been established.
Appears in 5 contracts
Samples: I-Am CAPITAL ACQUISITION Co, Seanergy Maritime Corp., China Fundamental Acquisition Corp
Restrictions Imposed by the Act. The securities Securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities Securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxx & Xxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities Securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “CommissionSEC”) and compliance with applicable state securities law has been established.
Appears in 5 contracts
Samples: Infinity I-China Acquisition CORP, Hambrecht Asia Acquisition Corp., Indas Green Acquisition CORP
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Company/Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company laws (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx counsel for the Company/Holder shall be deemed satisfactory evidence of the availability of an exemptionexemption under the Act and applicable U.S. state securities laws), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 5 contracts
Samples: Underwriting Agreement (SU Group Holdings LTD), Underwriting Agreement (SU Group Holdings LTD), Underwriting Agreement (SU Group Holdings LTD)
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxx Xxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 4 contracts
Samples: Underwriting Agreement (TrovaGene Inc.), Underwriting Agreement (AspenBio Pharma, Inc.), Underwriting Agreement (TrovaGene Inc.)
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Gxxxxxxxx Txxxxxx, LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 4 contracts
Samples: PAVmed Inc., PAVmed Inc., PAVmed Inc.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-post- effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 4 contracts
Samples: International Metal Enterprises, Inc., International Metal Enterprises, Inc., KBL Healthcare Acquisition Corp. II
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxxxxx Krooks LLP (“Xxxxxxx Xxxxxx”) shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “"Commission”") and compliance with applicable state securities law has been established.
Appears in 4 contracts
Samples: Underwriting Agreement (Ventrus Biosciences Inc), Underwriting Agreement (Ventrus Biosciences Inc), Warrant Agreement (Ventrus Biosciences Inc)
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) if required by applicable law, the Company has received the opinion of counsel for the Holder Company that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company laws (the Company hereby agreeing agrees that the opinion of Xxxxxxxx Xxxxxx Xxxxxx LLP shall also be deemed satisfactory evidence of the availability accepted in lieu of an exemptionopinion from Company counsel), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 4 contracts
Samples: Aditxt, Inc., WiMi Hologram Cloud Inc., MingZhu Logistics Holdings LTD
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the an opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx XxXxxxxxx Will & Xxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “CommissionCOMMISSION”) and compliance with applicable state securities law has been established.
Appears in 4 contracts
Samples: International Brands Management Group LTD, International Brands Management Group LTD, International Brands Management Group LTD
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Godward LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 4 contracts
Samples: Highbury Financial Inc, Highbury Financial Inc, Highbury Financial Inc
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Sxxxxx Xxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 3 contracts
Samples: Agent Warrant Agreement (InspireMD, Inc.), Agent Warrant Agreement (InspireMD, Inc.), Common Stock Purchase Warrant (InspireMD, Inc.)
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Graubard Miller shall be deemed satisfactory evidence of the availability of avxxxxxxxxty xx an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 3 contracts
Samples: Ardent Acquisition CORP, Ardent Acquisition CORP, Ardent Acquisition CORP
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Gxxxxxxx Mxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 3 contracts
Samples: Distoken Acquisition Corp, Distoken Acquisition Corp, Distoken Acquisition Corp
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxxxxxxxx & Xxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “CommissionSEC”) and compliance with applicable state securities law has been established.
Appears in 3 contracts
Samples: Asia Special Situation Acquisition Corp, Asia Special Situation Acquisition Corp, Asia Special Situation Acquisition Corp
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing agrees that the opinion of Xxxxxxxx Xxxxxx Loeb & Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 3 contracts
Samples: Underwriting Agreement (Sentage Holdings Inc.), Underwriting Agreement (Sentage Holdings Inc.), Underwriting Agreement (Goxus, Inc)
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Gxxxxxx Sxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 3 contracts
Samples: Crossfire Capital Corp., Crossfire Capital Corp., China Healthcare Acquisition Corp.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Blank Rome shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 2 contracts
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Graubard Miller shall be deemed satisfactory evidence of the availability of axxxxxxxxitx xx an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: China Unistone Acquisition CORP, China Unistone Acquisition CORP
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) if required by applicable law, the Company has received the opinion of counsel for the Holder Company that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company laws (the Company hereby agreeing agrees that the opinion of Xxxxxxxx Sxxxxx Xxxxxx LLP shall also be deemed satisfactory evidence of the availability accepted in lieu of an exemptionopinion from Company counsel), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Senmiao Technology LTD), Sigma Labs, Inc.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxxxxxx & Schole LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: Echo Healthcare Acquisition Corp., Boulder Specialty Brands, Inc.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxx Xxxxx Xxxxxxxx Xxxxxx & Xxxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”"COMMISSION") and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: FMG Acquisition Corp, FMG Acquisition Corp
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable U.S. state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx outside counsel to Newbridge reasonably satisfactory to the Company shall be deemed satisfactory evidence of the availability of an exemption), ; or (ii) a registration statement or a post-effective amendment to the Registration Statement any such registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable U.S. state securities law has been established.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Chisen Electric Corp), Common Stock Purchase Warrant (Chisen Electric Corp)
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) if required by applicable law, the Company has received the opinion of counsel for the Holder Company that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company laws (the Company hereby agreeing agrees that the opinion of Xxxxxxxx Xxxxxx Xxxxxx LLP shall also be deemed satisfactory evidence of the availability accepted in lieu of an exemptionopinion from Company counsel), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “”Commission”) and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Biocept Inc), Neurmedix, Inc.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Thelen Reid & Priest, LLP shall be deemed satisfactory evidence of the availability thx xxxxxxxxxity of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”"COMMISSION") and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: Pharmamatrix Acquisition CORP, Pharmamatrix Acquisition CORP
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Gxxxxxx Sxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: S Option Agreement (CNS Response, Inc.), S Option Agreement (CNS Response, Inc.)
Restrictions Imposed by the Act. The securities Securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities Securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities Securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “CommissionSEC”) and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: TransTech Services Partners Inc., TransTech Services Partners Inc.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Rxxx Xxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: Underwriting Agreement (AspenBio Pharma, Inc.), Common Stock Purchase Warrant (Genspera Inc)
Restrictions Imposed by the Act. The securities Shares evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption)Company, or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities Shares has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established. The Company acknowledges that this Purchase Warrant and the Shares issuable upon exercise of this Purchase Warrant have been registered pursuant to the Registration Statement.
Appears in 2 contracts
Samples: Share Purchase Warrant (Deep Medicine Acquisition Corp.), Share Purchase Warrant (Jupiter Wellness Acquisition Corp.)
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Loeb & Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “"Commission”") and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: FlatWorld Acquisition Corp., China Shandong Industries, Inc.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Placement Agent’s Warrant shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Mei & Mxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: Placement Agency Agreement (Addentax Group Corp.), Placement Agency Agreement (Greenpro Capital Corp.)
Restrictions Imposed by the Act. The securities Shares evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption)Company, or (ii) a registration statement or a post-effective amendment to the Registration Statement Statements relating to the offer and sale of such securities Shares has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established. The Company acknowledges that this Purchase Warrant and the Shares issuable upon exercise of this Purchase Warrant have been registered pursuant to the Registration Statement.
Appears in 2 contracts
Samples: Share Purchase Warrant (Jupiter Wellness Acquisition Corp.), Fpa Energy Acquisition Corp.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Greenberg Traurig, LLP shall be deemed satisfactory evidence of the availability of an avxxxxxxxxxy xx xx exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”"COMMISSION") and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: Stone Arcade Acquisition CORP, Stone Arcade Acquisition CORP
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx DLA Piper US LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”"COMMISSION") and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: Inter-Atlantic Financial, Inc., Inter-Atlantic Financial, Inc.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) if required by applicable law, the Company has received the opinion of counsel for the Holder Company that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption)Company, or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established. The Company shall provide Holder with an opinion of counsel for the Company at the Company’s expense.
Appears in 2 contracts
Samples: Sigma Labs, Inc., Sigma Labs, Inc.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Cozen O’Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “"Commission”") and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: Andatee China Marine Fuel Services Corp, Andatee China Marine Fuel Services Corp
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxxxxxxxx & Xxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: Pinpoint Advance CORP, Pinpoint Advance CORP
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxx & Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: Procera Networks Inc, CorMedix Inc.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Sichenzia Xxxx Xxxxxxxx Xxxxxx Xxxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “"Commission”") and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: Underwriting Agreement (Skystar Bio-Pharmaceutical Co), S Option Agreement (Skystar Bio-Pharmaceutical Co)
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx LeBoeuf, Lamb, Xxxxxx & XxxXxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: Columbus Acquisition Corp, Columbus Acquisition Corp
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Gxxxxxxx Mxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “"Commission”") and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: Underwriting Agreement (WhiteSmoke, Inc.), Underwriting Agreement (WhiteSmoke, Inc.)
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Graubard Miller shall be deemed satisfactory evidence of the availability of an exemptionavailabxxxxx xx ax xxxxption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 2 contracts
Samples: Israel Technology Acquisition Corp., Israel Technology Acquisition Corp.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Gxxxxxxx Mxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Chardan China Acquisition Corp III
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Underwriter’s Warrant shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Mei & Xxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Underwriting Agreement (Hailiang Education Group Inc.)
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Sxxxxx Xxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “”Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Restrictions Imposed by the Act. The securities Securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities Securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Loxx & Loxx XLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities Securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “CommissionSEC”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: I-Am CAPITAL ACQUISITION Co
Restrictions Imposed by the Act. The securities Securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities Securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Shearman & Sterling LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities Securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “CommissionSEC”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: CONTRAFECT Corp
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Loeb & Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Restrictions Imposed by the Act. The securities evidenced by underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred sold pursuant to an exemption from registration under the Act and applicable state securities lawsAct, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Graubard Miller shall be deemed satisfactory evidence of the availability of an exemptionavailabilxxx xx xn xxxxxtion), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “"Commission”) and compliance with applicable state securities law has been established").
Appears in 1 contract
Samples: Grout Dianna
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Zukerman Gore & Brandeis, LLP shall be deemed satisfactory evidence of the availability xxx xxxxxxxxlity of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”"COMMISSION") and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Manhattan Maritime Enterprises, Inc.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Underwriter’s Warrant shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Loeb & Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Underwriting Agreement (Hailiang Education Group Inc.)
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Gxxxxxx Sxxxxx LLP (“Gxxxxxx”) shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “"Commission”") and compliance with applicable state securities law has been established.
Appears in 1 contract
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Rxxxxxxxxx & Pxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “CommissionSEC”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx DLA Piper LLP (US) shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “”Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Restrictions Imposed by the Act. The securities evidenced by underlying this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred sold pursuant to an exemption from registration under the Act and applicable state securities lawsAct, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Graubard Xxxxxx & Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “"Commission”) and compliance with applicable state securities law has been established").
Appears in 1 contract
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company laws (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx & LI LLC shall be deemed satisfactory evidence of the availability of an exemptionexemption under the Act and applicable U.S. state securities laws), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxx & Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx & Xxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Skystar Bio-Pharmaceutical Co
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Lxxx & Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “"Commission”") and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Selway Capital Acquisition Corp.
Restrictions Imposed by the Act. The securities Securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities Securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxxxxxxxx & Xxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities Securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “CommissionSEC”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Pinpoint Advance CORP
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Gxxxxxx Sxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Crossfire Capital Corp.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxx Xxxxxx Xxxxxxxx & Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”"COMMISSION") and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Energy Services Acquisition Corp.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by with the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: China Ascendance Acquisition Corp.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxxx Xxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “"Commission”") and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Education Media, Inc.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxxxxxx & Schole LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “"Commission”") and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Echo Healthcare Acquisition Corp.
Restrictions Imposed by the Act. The securities Securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities Securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Loeb & Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment relating to the Registration Statement relating to offer and sale of such securities Securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Restrictions Imposed by the Act. The securities Securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities Securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Eaton & Van Winkle LLP shall be deemed satisfactory evidence of the availability of an exemptionavxxxxxilixx xx xx xxemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities Securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”"SEC") and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: China Energy & Resources LTD
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “”Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Predictive Oncology Inc.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Sichenzia Rxxx Xxxxxxxx Xxxxxx Xxxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “"Commission”") and compliance with applicable state securities law has been established.
Appears in 1 contract
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Txxxxx Xxxx & Priest, LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “"Commission”") and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Media & Entertainment Holdings, Inc.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) if required by applicable law, the Company has received the opinion of counsel for the Company/Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company laws (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx counsel for the Company/Holder shall be deemed satisfactory evidence of the availability of an exemptionexemption under the Act and applicable U.S. state securities laws), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Jayud Global Logistics LTD
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Lowenstein Sandler PC shall be deemed satisfactory evidence of the availability of an exemptionavaxxxxxxxxx xx xx xxemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Harbor Business Acquisition Corp.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxxx Xxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration or offering statement or a post-effective amendment to the Registration Statement registration of offering statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Scopus BioPharma Inc.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxxx Xxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: China Growth Alliance LTD
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxx PC shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: SMG Indium Resources Ltd.
Restrictions Imposed by the Act. The securities Underlying Securities evidenced by this Purchase Option Warrant shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities Underlying Securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established. The Company acknowledges that this Purchase Warrant and the Underlying Securities issuable upon exercise of this Purchase Warrant have been registered pursuant to the Registration Statement.
Appears in 1 contract
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (ia) the Company has received the a written opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxxxxx XxXxxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (iib) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and a current prospectus is available, and compliance with applicable state securities law laws has been established.
Appears in 1 contract
Samples: Apex Bioventures Acquisition Corp
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxx & Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “"Commission”") and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: FlatWorld Acquisition Corp.
Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxxx Xxxxxx Xxxx & Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.
Appears in 1 contract
Samples: Cavico Corp