Common use of Restrictions Imposed by the Act Clause in Contracts

Restrictions Imposed by the Act. The Shares evidenced by this Purchase 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 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 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 7 contracts

Samples: Share Purchase (Fit Boxx Holdings LTD), S Warrant Agreement (Proficient Alpha Acquisition Corp), Edoc Acquisition Corp.

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Restrictions Imposed by the Act. The Shares evidenced by Notwithstanding Section 3.1 hereof, this Purchase Warrant Option and/or any or all of the Shares shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder that this Purchase Option and/or any or all of the securities Shares 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 written opinion of Xxxxxx Xxxxxx Zxxxxx Axxxxxx Gxxxx and Sxxxxxxx & Worcester 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 such registration statement relating to the offer and sale of such this Purchase Option and/or any or all of the 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 3 contracts

Samples: Purchase Option Agreement (Rosetta Genomics Ltd.), Purchase Option Agreement (Rosetta Genomics Ltd.), Purchase Option Agreement (Rosetta Genomics Ltd.)

Restrictions Imposed by the Act. The Shares securities evidenced by this Purchase 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 Xxxxxx 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 Shares 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 Shares issuable upon exercise of this Purchase Warrant have been registered pursuant to the Registration StatementStatement (as defined in the Underwriting Agreement).

Appears in 2 contracts

Samples: Underwriting Agreement (PARETEUM Corp), Underwriting Agreement (PARETEUM Corp)

Restrictions Imposed by the Act. The Shares evidenced by this Purchase 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 Xxxxxx Xxxxxx Xxxxxxxx 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 the offer and sale of such 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 1 contract

Samples: Anghami Inc

Restrictions Imposed by the Act. The Shares evidenced by this Purchase 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 Xxxxxx Xxxxxx Exxxxxxx Gxxxxxxx & 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 the offer and sale of such 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 1 contract

Samples: Vistas Media Acquisition Co Inc.

Restrictions Imposed by the Act. The Shares evidenced by this Purchase 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 Xxxxxx 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 the 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 StatementStatement (as defined in the Underwriting Agreement).

Appears in 1 contract

Samples: Underwriting Agreement (YayYo, Inc.)

Restrictions Imposed by the Act. The Shares evidenced by Notwithstanding Section 3.1 hereof, this Purchase Warrant Option and/or any or all of the Shares shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder that this Purchase Option and/or any or all of the securities Shares 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 written opinion of Xxxxxx Xxxxxx Xxxxxxx Xxxxx and Xxxxxxxx & Worcester 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 such registration statement relating to the offer and sale of such this Purchase Option and/or any or all of the 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 1 contract

Samples: Purchase Option Agreement (Rosetta Genomics Ltd.)

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Restrictions Imposed by the Act. The Shares evidenced by this Purchase 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 Xxxxxx Xxxxxx Carmel, Xxxxxxx & XxXxxxxx 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 the 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 StatementStatement (as defined in the Underwriting Agreement).

Appears in 1 contract

Samples: Underwriting Agreement (Guardion Health Sciences, Inc.)

Restrictions Imposed by the Act. The Shares evidenced by this Purchase 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 Xxxxxx 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 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 1 contract

Samples: Share Purchase Warrant (Skillful Craftsman Education Technology LTD)

Restrictions Imposed by the Act. The Shares evidenced by This Warrant and the securities underlying this Purchase Warrant shall not be transferred unless and until: until (i) the Company has received the opinion of counsel for the Holder that this Warrant or the securities Warrant Shares, as the case may be, may be transferred pursuant to an exemption from registration under the Act and applicable state securities lawslaw, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the an opinion of Xxxxxx Xxxxxx LLP 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 such Warrant or Warrant Shares, as the offer and sale of such Shares case may be, 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 Statementlaw.

Appears in 1 contract

Samples: Smart Move, Inc.

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