Common use of Securities Law Transfer Restrictions Clause in Contracts

Securities Law Transfer Restrictions. No Purchaser shall sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares being purchased by it hereunder, except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by such Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares in violation of this Section 6.1 shall be voidable by the Company. The Company shall not register any transfer of the Shares in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.

Appears in 4 contracts

Samples: Form of Stock Purchase Agreement (La Jolla Pharmaceutical Co), Form of Stock Purchase Agreement (La Jolla Pharmaceutical Co), Form of Stock Purchase Agreement (La Jolla Pharmaceutical Co)

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Securities Law Transfer Restrictions. No Purchaser shall sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares being purchased by it hereunder, except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by such the Purchaser of an opinion of counsel reasonably satisfactory to the Company and its counsel to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares in violation of this Section 6.1 shall be voidable by the Company. The Company shall not register any transfer of the Shares in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Neoware Systems Inc), Securities Purchase Agreement (Neoware Systems Inc), Securities Purchase Agreement (Neoware Systems Inc)

Securities Law Transfer Restrictions. No Purchaser Investor shall sell, assign, pledge, transfer or otherwise dispose of or encumber any of the Shares being purchased by it hereunderSecurities, except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by such Purchaser Investor of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares or Warrants in violation of this Section 6.1 shall be voidable by the Company. The Company shall not register any transfer of the Shares or Warrants in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the CompanyCompany to, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Photomedex Inc), Securities Purchase Agreement (Bookham, Inc.), Securities Purchase Agreement (Bookham, Inc.)

Securities Law Transfer Restrictions. No Purchaser shall sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares being purchased by it hereunder, except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the CompanyCompany or its transfer agent, upon delivery by such the Purchaser of an opinion of counsel reasonably satisfactory to the Company and its counsel to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares in violation of this Section 6.1 shall be voidable by the Company. The Company shall not register any transfer of the Shares in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Bio Imaging Technologies Inc), Form of Securities Purchase Agreement (Nano Proprietary Inc)

Securities Law Transfer Restrictions. No The Purchaser shall not sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares being purchased by it hereunder, except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by such Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares in violation of this Section 6.1 5.3 shall be voidable by the Company. The Company shall not register any transfer of the Shares in violation of this Section 6.15.3. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.15.3.

Appears in 1 contract

Samples: Stock Purchase Agreement (Morgan Stanley Dean Witter & Co)

Securities Law Transfer Restrictions. No Purchaser shall not sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares Shares, being purchased by it the Purchaser hereunder, except pursuant to (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by such the Purchaser of an opinion of counsel reasonably satisfactory to the Company and the Company’s counsel to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares in violation of this Section 6.1 shall be voidable by the Company. The Company shall not register any transfer of the Shares in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Choice Healthcare Solutions, Inc.)

Securities Law Transfer Restrictions. No Purchaser Investor shall sell, assign, pledge, transfer or otherwise dispose of or encumber any of the Shares being purchased by it hereunderSecurities, except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by such Purchaser Investor of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares or Warrants in violation of this Section 6.1 shall be voidable by the Company. The Company shall not register any transfer of the Shares or Warrants in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the CompanyCompany to, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.. 6.2

Appears in 1 contract

Samples: Securities Purchase Agreement

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Securities Law Transfer Restrictions. No Purchaser The Purchasers shall not sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares Units being purchased by it hereunder, except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by such the Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares Units in violation of this Section 6.1 shall be voidable by the Company. The Company shall not register any transfer of the Shares Units in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tripath Technology Inc)

Securities Law Transfer Restrictions. No Purchaser The Purchasers shall not sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares being purchased by it hereunder, except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by such the Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares in violation of this Section 6.1 shall be voidable by the Company. The Company shall not register any transfer of the Shares in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tasker Capital Corp)

Securities Law Transfer Restrictions. No The Purchaser shall not sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares Units being purchased by it hereunder, except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by such the Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares Units in violation of this Section 6.1 shall be voidable by the Company. The Company shall not register any transfer of the Shares Units in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1.

Appears in 1 contract

Samples: Securities Purchase Agreement (Photomedex Inc)

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