Transfer of Securities After Registration. Each Purchaser agrees that such Purchaser will not effect any disposition of the Shares that would constitute a sale within the meaning of the Securities Act, except:
Transfer of Securities After Registration. The Purchaser agrees that it will not effect any disposition of the Securities (including any Warrant Shares) or its right to purchase the Securities (including any Warrant Shares) that would constitute a sale within the meaning of the Securities Act or any applicable state securities laws, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution.
Transfer of Securities After Registration. Each Purchaser hereby covenants with the Company not to make any sale of the Shares, the Warrant or the Warrant Shares except either (i) in accordance with the Registration Statement, in which case such Purchaser covenants to comply with the requirement of delivering a current prospectus, (ii) in accordance with Rule 144, in which case such Purchaser covenants to comply with Rule 144, or (iii) in accordance with another exemption from the registration requirements of the Securities Act. The legend set forth in Section 9.2 will be removed from a certificate representing the Securities following and in connection with any sale of the Securities pursuant to subsection (i) or (ii) hereof, but not in connection with any sale of Shares pursuant to subsection (iii) hereof, and also will be removed at such time that the Securities may be sold under Rule 144 without restriction as to volume and manner of sale.
Transfer of Securities After Registration. 8 9.3 Legends....................................................9 9.4 Indemnification............................................9 9.5 Termination of Conditions and Obligations.................11 9.6
Transfer of Securities After Registration. The Company Shareholders agree that they will not effect any disposition of the Merger Shares that would constitute a sale within the meaning of the Securities Act in violation of the Securities Act and that they will promptly notify Parent of any changes in the information set forth in the Registration Statement regarding the Company Shareholders as provided by the Company Shareholders in writing to Parent or their plan of distribution.
Transfer of Securities After Registration. Each Purchaser, severally and not jointly, hereby covenants with the Company not to make any sale of the Shares, the Warrants, the Penalty Warrants or the Warrant Shares except either (i) in accordance with the Registration Statement, in which case Purchaser covenants to comply with the requirement of delivering a current prospectus, (ii) in accordance with Rule 144, in which case such Purchaser covenants to comply with Rule 144, or (iii) in accordance with another exemption from the registration requirements of the Securities Act. The legend set forth in Section 9.2 will be removed from a certificate representing the Securities following and in connection with any sale of the Securities pursuant to subsection (i) or (ii) hereof, but not in connection with any sale of Shares pursuant to subsection (iii) hereof, and also will be removed at such time that the Securities may be sold under Rule 144 without restriction as to volume and manner of sale.
Transfer of Securities After Registration. Each Purchaser hereby covenants with the Company not to make any sale of the Securities except either (i) in accordance with the Registration Statement, in which case Purchaser covenants to comply with the requirement of delivering a current prospectus, or (ii) in accordance with Rule 144, in which case Purchaser covenants to comply with Rule 144. Purchaser further acknowledges and agrees that such Securities are not transferable on the books of the Company unless the certificate submitted to the Company's transfer agent evidencing such Securities is accompanied by a separate certificate executed by an officer of, or other person duly authorized by, the Purchaser in the form attached hereto as EXHIBIT F.
Transfer of Securities After Registration. Each Purchaser hereby ----------------------------------------- covenants with the Company not to make any sale of the Warrants except either (i) in accordance with Rule 144, in which case Purchaser covenants to comply with Rule 144, or (ii) in accordance with another exemption from the registration requirements of the Securities Act. The legend set forth in Section 8.2 will be removed from a certificate representing the Securities following and in connection with any sale of the Warrants pursuant to subsection (i) or (ii) hereof, and also will be removed at such time that the Securities may be sold under Rule 144 without restriction as to volume and manner of sale.
Transfer of Securities After Registration. (a) Each Investor agrees that it will not effect any disposition of the Shares or Warrant Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statements referred to in Section 6.3 or pursuant to an available exemption from registration under the Securities Act and applicable state securities laws.
Transfer of Securities After Registration. Seller will not effect any disposition of the Purchase Price Shares or Warrant Shares that would constitute a sale within the meaning of the Securities Act, except: (a) pursuant to the Registration Statement, in which case Seller shall submit the certificates evidencing the Purchase Price Shares or Warrant Shares to the Buyer’s transfer agent, accompanied by a separate “Certificate” to the effect that (1) the applicable shares have been sold in accordance with the Registration Statement and (2) the requirement of delivering a current prospectus has been satisfied; or (b) in a transaction exempt from registration under the Securities Act, in which case the Seller shall, prior to effecting such disposition, submit to the Buyer an opinion of counsel in form and substance reasonably satisfactory to the Buyer to the effect that the proposed transaction is exempt from registration and in compliance with the Securities Act; provided, however, that an opinion of counsel shall not be required if the Seller is effecting such disposition pursuant to Rule 144 or 145 of the Securities Act.
