Common use of Restrictions on Disposition Clause in Contracts

Restrictions on Disposition. Schering covenants that in no event will it dispose of any of the Shares (other than pursuant to Rule 144 promulgated under the 1933 Act ("Rule 144") or pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC") pursuant to the 0000 Xxx) unless and until (i) Schering shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition; and (ii) if requested by the Company, Schering shall have furnished the Company with an opinion of Schering's counsel, reasonably satisfactory in form and substance to the Company and the Company's counsel, to the effect that (a) such disposition will not require registration under the 1933 Act or (b) appropriate action necessary for compliance with the 1933 Act and any applicable state, local or foreign law has been taken. The restrictions on transfer imposed by this Section 3.1(f) shall cease and terminate as to the Shares when: (i) such securities shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration; or (ii) an opinion of the kind described in the preceding sentence states that all future transfers of such securities by the holder thereof would be exempt from registration under the 1933 Act. Each certificate evidencing the Shares shall bear an appropriate restrictive legend as set forth in Section 3.3 below, except that such certificate shall not be required to bear such legend after a transfer thereof if the transfer was made in compliance with Rule 144 or pursuant to a registration statement or, if the opinion of counsel referred to above is issued and provides that such legend is not required in order to establish compliance with any provisions of the 1933 Act.

Restrictions on Disposition. Schering JJDC covenants that in no event will it dispose of any of the Shares (other than pursuant to Rule 144 promulgated under the 1933 Act ("Rule 144") or pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC") pursuant to the 0000 Xxx) unless and until (i) Schering JJDC shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition; , and (ii) if requested by the Company, Schering JJDC shall have furnished the Company with an opinion of ScheringJJDC's counsel, reasonably satisfactory in form and substance to the Company and the Company's counsel, to the effect that (a) such disposition will not require registration under the 1933 Act or (b) appropriate action necessary for compliance with the 1933 Act and any applicable state, local or foreign law has been taken. The restrictions on transfer imposed by this Section 3.1(f3.1(c) shall cease and terminate as to the Shares when: (i) such securities Shares shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration; , or (ii) an opinion of the kind described in the preceding sentence states that all future transfers of such securities Shares by the holder thereof would be exempt from registration under the 1933 Act. Each certificate evidencing the Shares shall bear an appropriate restrictive legend as set forth in Section 3.3 below, except that such certificate shall not be required to bear such legend after a transfer thereof if the transfer was made in compliance with Rule 144 or pursuant to a registration statement or, if the opinion of counsel referred to above is issued and provides that such legend is not required in order to establish compliance with any provisions of the 1933 Act.

Restrictions on Disposition. Schering SBVC covenants that in no event will it dispose of any of the Shares Securities (other than pursuant to Rule 144 promulgated under the 1933 Act ("Rule 144") or pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC") pursuant to the 0000 Xxx) unless and until (i) Schering SBVC shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding setting forth the proposed dispositionnumber of shares and price it proposes to sell at, excluding the name of the transferee and other information unless otherwise required in the written opinion of Company counsel to comply with the 1933 Act; and (ii) if requested by the Company, Schering SBVC shall have furnished the Company with an opinion of ScheringSBVC's counsel, counsel reasonably satisfactory in form and substance to the Company and the Company's counsel, counsel to the effect that (a) such disposition will not require registration under the 1933 Act or compliance with any applicable state, local or foreign law, or (b) appropriate action necessary for compliance with the 1933 Act and any applicable state, local or foreign law has been taken. The restrictions on transfer imposed by this Section 3.1(f3.1(c) shall cease and terminate as to the Shares Securities when: (i) such securities shall have been effectively registered under the 1933 Act and sold by the holder owner thereof in accordance with such registration; or (ii) an opinion of the kind described in the preceding sentence states that all future transfers of such securities by the holder thereof would be exempt from registration under the 1933 ActAct and compliance with any applicable state, local or foreign law. Each certificate evidencing the Shares Securities shall bear an appropriate restrictive legend as set forth in Section 3.3 below, except that such certificate shall not be required to bear such legend after a transfer thereof if the transfer was made in compliance with Rule 144 or pursuant to a registration statement or, if the opinion of counsel referred to above is issued and provides that such legend is not required in order to establish compliance with any provisions of the 1933 Act.

Restrictions on Disposition. Schering covenants that in no event will it dispose of any of the Shares (other than pursuant to Rule 144 promulgated under the 1933 Act ("Rule 144") or pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC") pursuant to the 0000 Xxx1933 Act) unless and until (i) Schering shall have notified the Company of the Compxxx xx xhe proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition; and (ii) if requested by the Company, Schering shall have furnished the Company with an opinion of Schering's counsel, reasonably satisfactory in form and substance to the Company and the Company's counsel, to the effect that (a) such disposition will not require registration under the 1933 Act or (b) appropriate action necessary for compliance with the 1933 Act and any applicable state, local or foreign law has been taken. The restrictions on transfer imposed by this Section 3.1(f) shall cease and terminate as to the Shares when: (i) such securities shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration; or (ii) an opinion of the kind described in the preceding sentence states that all future transfers of such securities by the holder thereof would be exempt from registration under the 1933 Act. Each certificate evidencing the Shares shall bear an appropriate restrictive legend as set forth in Section 3.3 below, except that such certificate shall not be required to bear such legend after a transfer thereof if the transfer was made in compliance with Rule 144 or pursuant to a registration statement or, if the opinion of counsel referred to above is issued and provides that such legend is not required in order to establish compliance with any provisions of the 1933 Act.

Restrictions on Disposition. Schering HMRI covenants that in no event will it dispose of any of the Shares Securities (other than pursuant to Rule 144 promulgated under the 1933 Act ("Rule 144") or pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC") pursuant to the 0000 Xxx) unless and until (i) Schering HMRI shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition; and (ii) if requested by the Company, Schering HMRI shall have furnished the Company with an opinion of ScheringHMRI's counsel, counsel reasonably satisfactory in form and substance to the Company and the Company's counsel, counsel to the effect that (a) such disposition will not require registration under the 1933 Act or compliance with any applicable state, local or foreign law, or (b) appropriate action necessary for compliance with the 1933 Act and any applicable state, local or foreign law has been taken. The restrictions on transfer imposed by this Section 3.1(f3.1(c) shall cease and terminate as to the Shares Securities when: (i) such securities shall have been effectively registered under the 1933 Act and sold by the holder owner thereof in accordance with such registration; or (ii) an opinion of the kind described in the preceding sentence states that all future transfers of such securities by the holder thereof would be exempt from registration under the 1933 ActAct and compliance with any applicable state, local or foreign law. Each certificate evidencing the Shares Securities shall bear an appropriate restrictive legend as set forth in Section 3.3 below, except that such certificate shall not be required to bear such legend after a transfer thereof if the transfer was made in compliance with Rule 144 or pursuant to a registration statement or, if the opinion of counsel referred to above is issued and provides that such legend is not required in order to establish compliance with any provisions of the 1933 Act.

Restrictions on Disposition. Schering JJDC covenants that in no --------------------------- event will it dispose of any of the Shares (other than pursuant to Rule 144 promulgated under the 1933 Act ("Rule 144") or pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC") pursuant to the 0000 Xxx) unless and until (i) Schering JJDC shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition; , and (ii) if requested by the Company, Schering JJDC shall have furnished the Company with an opinion of ScheringJJDC's counsel, reasonably satisfactory in form and substance to the Company and the Company's counsel, to the effect that (a) such disposition will not require registration under the 1933 Act or (b) appropriate action necessary for compliance with the 1933 Act and any applicable state, local or foreign law has been taken. The restrictions on transfer imposed by this Section 3.1(f3.1(c) shall cease and terminate as to the Shares when: (i) such securities Shares shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration; , or (ii) an opinion of the kind described in the preceding sentence states that all future transfers of such securities Shares by the holder thereof would be exempt from registration under the 1933 Act. Each certificate evidencing the Shares shall bear an appropriate restrictive legend as set forth in Section 3.3 below, except that such certificate shall not be required to bear such legend after a transfer thereof if the transfer was made in compliance with Rule 144 or pursuant to a registration statement or, if the opinion of counsel referred to above is issued and provides that such legend is not required in order to establish compliance with any provisions of the 1933 Act.

Restrictions on Disposition. Schering covenants that in no event will it dispose of any of the Shares (other than pursuant to Rule 144 promulgated under the 1933 Act ("Rule 144") or pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC") pursuant to the 0000 1933 Xxx) unless xxless and until (i) Schering shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition; and (ii) if requested by the Company, Schering shall have furnished the Company with an opinion of Schering's counsel, reasonably satisfactory in form and substance to the Company and the Company's counsel, to the effect that (a) such disposition will not require registration under the 1933 Act or (b) appropriate action necessary for compliance with the 1933 Act and any applicable state, local or foreign law has been taken. The restrictions on transfer imposed by this Section 3.1(f) shall cease and terminate as to the Shares when: (i) such securities shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration; or (ii) an opinion of the kind described in the preceding sentence states that all future transfers of such securities by the holder thereof would be exempt from registration under the 1933 Act. Each certificate evidencing the Shares shall bear an appropriate restrictive legend as set forth in Section 3.3 below, except that such certificate shall not be required to bear such legend after a transfer thereof if the transfer was made in compliance with Rule 144 or pursuant to a registration statement or, if the opinion of counsel referred to above is issued and provides that such legend is not required in order to establish compliance with any provisions of the 1933 Act.

Restrictions on Disposition. Schering The Buyer covenants that in no event will it dispose of any of the Shares Securities (other than pursuant to Rule 144 promulgated under the 1933 Act ("Rule 144") or pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC") pursuant to the 0000 Xxx) unless and until (i) Schering the Buyer shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding setting forth the proposed dispositionnumber of shares and price it proposes to sell at, excluding the name of the transferee and other information unless otherwise required in the written opinion of Company counsel to comply with the 1933 Act; and (ii) if requested by the Company, Schering Buyer shall have furnished the Company with an opinion of Scheringthe Buyer's counsel, counsel reasonably satisfactory in form and substance to the Company and the Company's counsel, counsel to the effect that (aA) such disposition will not require registration under the 1933 Act or compliance with any applicable state, local or foreign law, or (bB) appropriate action necessary for compliance with the 1933 Act and any applicable state, local or foreign law has been taken. The restrictions on transfer imposed by this Section 3.1(f3.1(c) shall cease and terminate as to the Shares Securities when: (i) such securities shall have been effectively registered under the 1933 Act and sold by the holder owner thereof in accordance with such registration; or (ii) an opinion of the kind described in the preceding sentence states that all future transfers of such securities by the holder thereof would be exempt from registration under the 1933 ActAct and compliance with any applicable state, local or foreign law. Each certificate evidencing the Shares Securities shall bear an appropriate restrictive legend as set forth in Section 3.3 below, except that such certificate shall not be required to bear such legend after a transfer thereof if the transfer was made in compliance with Rule 144 or pursuant to a registration statement or, or if the opinion of counsel referred to above is issued and provides that such legend is not required in order to establish compliance with any provisions of the 1933 Act.