Common use of Restrictions on Disposition of Shares Clause in Contracts

Restrictions on Disposition of Shares. The Shareholders jointly and severally covenant and warrant that the shares received are acquired for their own accounts and not with the present view towards the distribution thereof and that they will not dispose of such shares except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) in any other transaction which, in the opinion of counsel, acceptable to the Purchaser, is exempt from registration under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. In order to effectuate the covenants of this sub-section, an appropriate endorsement will be placed upon each of the certificates of common stock of the Purchaser at the time of distribution of such shares by the Company pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for the securities.

Appears in 3 contracts

Samples: Stock Exchange Agreement (Ishopper Com Inc), Stock Exchange Agreement (Ishopper Com Inc), Stock Exchange Agreement (Ishopper Com Inc)

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Restrictions on Disposition of Shares. The Shareholders jointly Each of the Shareholders, individually and severally covenant not jointly, covenants and warrant warrants that the shares to be received hereunder are acquired for their his or her own accounts account and not with the present view towards the distribution thereof and that they will not dispose of such shares except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amendedAct, or (ii) in any other transaction which, in the opinion of counsel, in form reasonably acceptable to the Purchaser, is exempt from registration under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission SEC thereunder. In order to effectuate the covenants of this sub-sectionsection 8.1., an appropriate endorsement will be placed upon each of the certificates of common stock of the Purchaser at the time of distribution of such shares by the Company pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for the securities.

Appears in 2 contracts

Samples: HTM Merger Agreement, Agreement (Serino 1, Corp.)

Restrictions on Disposition of Shares. The Shareholders jointly and severally of the Company must covenant and warrant that the shares Merger Shares received are acquired for their own accounts and not with the present view towards the distribution thereof and that they will not dispose of such shares Merger Shares except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) in any other transaction which, in the opinion of counsel, acceptable to the PurchaserParent, is exempt from registration under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. In order to effectuate the covenants of this sub-section, an appropriate endorsement will be placed upon each of the certificates of common stock of evidencing the Purchaser Merger Shares at the time of distribution of such shares by the Company Merger Shares pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for the securities.

Appears in 1 contract

Samples: Agreement of Reorganization (Triad Innovations Inc)

Restrictions on Disposition of Shares. The Shareholders jointly and severally covenant and warrant that the "restricted" shares received hereby are acquired for their own accounts and not with the present view towards the distribution thereof and that they will not dispose of such shares except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) in any other transaction which, in the opinion of counsel, acceptable to the Purchaser, is exempt from registration under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. In order to effectuate the covenants of this sub-section, an appropriate endorsement will be placed upon each of the restricted certificates of common stock of the Purchaser at the time of distribution of such shares by the Company pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for the securities.

Appears in 1 contract

Samples: Acquisition Agreement (Teletek Inc)

Restrictions on Disposition of Shares. The Shareholders jointly Company covenants and severally covenant and warrant warrants that it will advise its securities holders that the Parent shares received are by them a the Effective Time must be acquired for their own accounts account and not with the present view towards the distribution thereof and that they will cannot dispose of such shares except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) in any other transaction which, in the opinion of counsel, acceptable to the PurchaserParent, is exempt from registration under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. In order to effectuate the covenants of this sub-section, an appropriate endorsement will be placed upon each of the certificates of common stock of the Purchaser Parent at the time of distribution of such shares by the Company pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for the securities.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liberator Medical Holdings, Inc.)

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Restrictions on Disposition of Shares. The Shareholders jointly and severally covenant and warrant that the shares of common stock of Purchaser to be received by them pursuant to this agreement are being acquired for their own accounts account and for investment and not with the present view towards the toward sale or distribution thereof and that they will not dispose be disposed of such shares except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) in any other transaction which, in the opinion of counsel, counsel acceptable to the Purchaser, is exempt from registration under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunderCommission. In order to effectuate the covenants of this sub-sectionsubparagraph 10.1, an appropriate endorsement will be placed upon each of on the certificates for shares of common stock of the Purchaser at the time of distribution of such shares by the Company delivered to Shareholders pursuant to this Agreement, agreement and stop transfer instructions shall be placed with the transfer agent for the securities.

Appears in 1 contract

Samples: Plan of Reorganization and Agreement (Umember Com Inc /Co/)

Restrictions on Disposition of Shares. The Shareholders jointly and severally covenant and warrant that the shares of Acquiror received are acquired for their own accounts account and not with the present view towards the distribution thereof thereof. Shareholders further covenant and warrant and that they will not dispose of such the respective shares of Acquiror Common Stock except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) in any other transaction which, in the opinion of counsel, acceptable to the PurchaserAcquiror, is exempt from registration under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. In order to effectuate the covenants of this sub-section, an appropriate endorsement will be placed upon each of the certificates of common stock of the Purchaser Acquiror Common Stock at the time of distribution of such shares by the Company Acquiror pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for the securities.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ishopper Com Inc)

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