Transfer or Resale. The Purchaser understands that: (a) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144; (b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (c) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Regulus Therapeutics Inc.), Securities Purchase Agreement (GENELUX Corp), Securities Purchase Agreement (Regulus Therapeutics Inc.)
Transfer or Resale. The Purchaser Such Buyer understands that:
that except as provided in the Registration Rights Agreement: (ai) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the Purchaser has such Buyer shall have delivered to the Company an opinion of counsel (if requested by the Company), in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the such Shares to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) such Buyer provides the Company with reasonable assurance that such Shares are sold can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144;
”); (bii) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, further, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
and (ciii) except as set forth in Article 6with respect to the obligations of the Company under the Registration Rights Agreement, neither the Company nor any other Person person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Carlyle Group L.P.), Stock Purchase Agreement (Solus Alternative Asset Management LP), Stock Purchase Agreement (Avenue Capital Management II, L.P.)
Transfer or Resale. The Purchaser Investor understands that:
: (ai) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) subsequently registered thereunder, (B) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel (to the Investor, in forma form reasonably acceptable to the Company, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the such Shares to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) the Investor provides the Company with reasonable assurance that such Shares are sold can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144;
”); (bii) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and144, and further, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC promulgated thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 3 contracts
Sources: Purchase Agreement (H/Cell Energy Corp), Purchase Agreement (H/Cell Energy Corp), Purchase Agreement (Blacksands Petroleum, Inc.)
Transfer or Resale. The Purchaser Investor understands that:
(a) except as otherwise provided in Article V, the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser Investor may have to bear the risk of owning the Shares Securities for an indefinite period of time because the Shares Securities may not be transferred unless (i) the resale of the Shares Securities is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser Investor has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares Securities are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6V, neither the Company nor any other Person person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Isonics Corp), Securities Purchase Agreement (Skybridge Wireless Inc), Securities Purchase Agreement (Atlantic Technology Ventures Inc)
Transfer or Resale. The Purchaser BMS understands that:
(a) 3.6.1. the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article Section 6) or any applicable state securities laws and, consequently, the Purchaser BMS may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article Section 6; (ii) the Purchaser BMS has delivered to the Company FivePrime an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(b) 3.6.2. any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) 3.6.3. except as set forth in Article Section 6, neither the Company FivePrime nor any other Person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Research Collaboration and License Agreement (Five Prime Therapeutics Inc), Stock Purchase Agreement (Five Prime Therapeutics Inc)
Transfer or Resale. The Purchaser understands that:
(a) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactionsreasonably satisfactory to the Company) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Acorda Therapeutics Inc), Securities Purchase Agreement (Acorda Therapeutics Inc)
Transfer or Resale. The Such Purchaser understands that:
that except for the registration rights granted pursuant to Section 8 hereof: (ai) the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the such Purchaser has shall have delivered to the Company an opinion of counsel (counsel, in forma form reasonably acceptable to the Company, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares such Securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) such Purchaser provides the Shares are sold Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act, as amended, (“Rule 144;
”) (bor a successor rule thereto); (ii) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.. (h)
Appears in 2 contracts
Sources: Securities Purchase Agreement (Canoo Inc.), Securities Purchase Agreement (Canoo Inc.)
Transfer or Resale. The Purchaser Investor understands that:
that (ai) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be transferred unless (ia) subsequently registered thereunder, or (b) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has Investor shall have delivered to the Company an opinion of counsel (counsel, reasonably satisfactory in form, scope and substance and scope customary for opinions of counsel in comparable transactions) to the Company, to the effect that the Shares securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(bii) any sale of the Shares such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of Rule 144 andsaid rule and further, if Rule 144 said rule is not applicable, any resale of the Shares such securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
and (ciii) except as set forth in Article 6contemplated by the Shareholder Agreement, neither the Company nor any other Person person is under any obligation to register the resale of the Shares such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. The Investor further understands that it and its Affiliates may not transfer any Company Securities except in accordance with the Shareholder Agreement.
Appears in 2 contracts
Sources: Transaction Agreement (Marubeni Corp /Fi), Transaction Agreement (Aircastle LTD)
Transfer or Resale. The Purchaser understands that:
(a) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactionsreasonably satisfactory to the Company) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6VI, neither the Company nor any other Person person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Memory Pharmaceuticals Corp), Stock Purchase Agreement (Memory Pharmaceuticals Corp)
Transfer or Resale. The Purchaser understands that:
GPEC Shareholder understands: (ai) none of the Shares have not UTCH Common Stock has been and or are not being registered under the Securities 1933 Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) subsequently registered thereunder, (B) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has GPEC Shareholder shall have delivered to the Company UTCH an opinion of counsel (counsel, in forma form reasonably acceptable to UTCH, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares such UTCH Common Stock to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) the Shares are sold GPEC Shareholder provides UTCH with assurance reasonably acceptable to UTCH that such UTCH Common Stock can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144;
”); (bii) any sale of the Shares UTCH Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of the Shares UTCH Common Stock under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC Commission thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor none of UTCH or any other Person person is under any obligation to register the resale of the Shares UTCH Common Stock under the Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Share Exchange Agreement (Universal Technology Systems Corp.), Share Exchange Agreement (Universal Technology Systems Corp.)
Transfer or Resale. The Purchaser Investor understands that:
that (ai) except as provided in the Shares Registration Rights Agreement, the Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be transferred unless (ia) subsequently registered thereunder or (b) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has Investor shall have delivered to the Company an opinion of counsel (in form, substance which opinion and scope customary for opinions of counsel in comparable transactionsshall be reasonably acceptable to the Company) to the effect that the Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(bii) any sale of the Shares such Securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule 144 andand further, if said Rule 144 is not applicable, any resale of the Shares such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to the Registration Rights Agreement).
Appears in 2 contracts
Sources: Conversion and Exchange Agreement (Geotek Communications Inc), Conversion and Exchange Agreement (Geotek Communications Inc)
Transfer or Resale. The Purchaser Investor understands that:
: (ai) the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) subsequently registered thereunder, (B) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel (to the Investor, in forma form reasonably acceptable to the Company, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares such Securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) the Shares are sold Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144;
”); (bii) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and144, and further, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC promulgated thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Securities Purchase Agreement (H/Cell Energy Corp), Securities Purchase Agreement (H/Cell Energy Corp)
Transfer or Resale. The Purchaser Investor understands that:
(a) the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser Investor may have to bear the risk of owning the Shares Securities for an indefinite period of time because the Shares Securities may not be offered, sold, pledged or otherwise transferred unless except (i) pursuant to an exemption from registration under the resale of the Shares is registered Securities Act or (ii) pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) each case in accordance with all applicable state securities laws and the Purchaser has delivered to securities laws from other jurisdictions and in case of a transaction exempt from registration, unless the Company has received an opinion of counsel (in form, substance satisfactory to it that such transaction does not require registration under the Securities Act and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144other applicable laws;
(b) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other another exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Convertible Promissory Note Purchase Agreement (Mobivity Holdings Corp.), Convertible Promissory Note Purchase Agreement (Mobivity Holdings Corp.)
Transfer or Resale. The Such Purchaser understands that:
that except for the registration rights granted pursuant to Section 8 hereof: (ai) the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the such Purchaser has shall have delivered to the Company an opinion of counsel (counsel, in forma form reasonably acceptable to the Company, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares such Securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) such Purchaser provides the Shares are sold Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act, as amended, (“Rule 144;
”) (bor a successor rule thereto); (ii) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Canoo Inc.), Securities Purchase Agreement (Canoo Inc.)
Transfer or Resale. The Purchaser understands that:
(a) the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Shares Securities for an indefinite period of time because the Shares Securities may not be transferred unless (i) the resale of the Shares Securities is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactionsreasonably satisfactory to the Company) to the effect that the Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares Securities are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares or the Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Memory Pharmaceuticals Corp), Securities Purchase Agreement (Memory Pharmaceuticals Corp)
Transfer or Resale. The Purchaser understands that:
(a) the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Shares Securities for an indefinite period of time because the Shares Securities may not be transferred unless unless: (i) the resale of the Shares Securities is registered pursuant to an effective registration statement Registration Statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares Securities are sold or transferred pursuant to Rule 144; or (iv) the Purchaser is a partnership transferring to its partners or former partners in accordance with partnership interests or a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company;
(b) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 67, neither the Company nor any other Person is under any obligation to register the resale of the Shares or the Exercise Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Securities Purchase Agreement (ARCA Biopharma, Inc.), Securities Purchase Agreement (ARCA Biopharma, Inc.)
Transfer or Resale. The Purchaser SGI understands that:
: (ai) the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the Purchaser has SGI shall have delivered to the Company an opinion of counsel (counsel, in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares such Securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; registration requirements, or (iiiC) SGI provides the Shares are sold Company with reasonable assurances that such Securities can be sold, assigned or transferred pursuant to Rule 144;
144 in each case following the applicable holding period set forth therein (bwhich assurance may be provided in the form of an opinion letter to be drafted by the Company’s counsel); (ii) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person (defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC United States Securities and Exchange Commission (the “SEC”) thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Purchase and Exchange Agreement (Helix Wind, Corp.), Purchase and Exchange Agreement (Helix Wind, Corp.)
Transfer or Resale. The Purchaser understands that:
(a) the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Shares Securities for an indefinite period of time because the Shares Securities may not be transferred unless (i) the resale of the Shares Securities is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares Securities are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cypress Bioscience Inc), Securities Purchase Agreement (Cypress Bioscience Inc)
Transfer or Resale. The Purchaser Investor understands that:
(a) except as provided in ARTICLE XI, the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser Investor may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser Investor has delivered to the Company an opinion of counsel satisfactory to the Company (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other another exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6ARTICLE XI, neither the Company nor any other Person person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Gander Mountain Co), Stock Purchase Agreement (Gander Mountain Co)
Transfer or Resale. The Such Purchaser understands that:
: (ai) the Warrants and Warrant Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the such Purchaser has shall have delivered to the Company an opinion of counsel (counsel, in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) at the Company’s expense, to the effect that the Shares such securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) such Purchaser provides the Shares are sold Company with reasonable assurance that such securities can be sold, assigned or transferred pursuant to Rule 144;
144 or Rule 144A promulgated under the Securities Act, as amended, (bor a successor rule thereto); (ii) any sale of the Warrants and Warrant Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of the Shares such securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC Commission thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Warrants and Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Securities Purchase Agreement (NXT-Id, Inc.), Securities Purchase Agreement (NXT-Id, Inc.)
Transfer or Resale. The Each Purchaser understands that:
that (ai) the Newly Issued Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be transferred unless (ia) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; or (iib) the each Purchaser has shall have delivered to the Company an opinion of counsel (counsel, reasonably satisfactory in form, scope and substance and scope customary for opinions of counsel in comparable transactions) to the Company, to the effect that the Shares securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(bii) any sale of the Shares such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of Rule 144 andsaid rule and further, if Rule 144 said rule is not applicable, any resale of the Shares such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
and (ciii) except as set forth in Article 6contemplated by the Registration Rights Agreement, neither the Company nor any other Person person is under any obligation to register the resale of the Shares such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Investment Agreement (Stewart W P & Co LTD), Investment Agreement (Arrow Partners Lp)
Transfer or Resale. The Purchaser understands that:
(a) the Shares Units have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Shares Units for an indefinite period of time because the Shares Units may not be transferred unless (i) the resale of the Shares Units is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares Units to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares Units are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares Units made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares Units under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares or the Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Unit Purchase Agreement (Epimmune Inc), Unit Purchase Agreement (Epimmune Inc)
Transfer or Resale. The Purchaser understands that:
(a) the Shares Units have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Shares Units for an indefinite period of time because the Shares Units may not be transferred unless (i) the resale of the Shares Units is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares Units to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares Units are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares Units made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares Units under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares Units under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Saratoga Resources Inc /Tx), Securities Purchase Agreement (Saratoga Resources Inc /Tx)
Transfer or Resale. The Such Purchaser understands that:
: (ai) the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the such Purchaser has shall have delivered to the Company and Group an opinion of counsel (counsel, in forma form reasonably acceptable to the Company and Group, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares such Securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) such Purchaser provides the Shares are sold Company and Group with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act, as amended (“Rule 144;
”) (bor a successor rule thereto); (ii) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
and (ciii) except as set forth in Article 6, neither the Company Company, Group nor any other Person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Transfer or Resale. The Purchaser Investor understands that:
: (ai) the Shares Securities have not been and are may not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the Purchaser has Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel (counsel, in forma form reasonably acceptable to the Company, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares such Securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) Investor provides the Shares are sold Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144;
”); (bii) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and144, and further, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC U.S. Securities and Exchange Commission promulgated thereunder; and
and (ciii) except as set forth in Article 6the Stockholders’ Agreement, neither the Company nor any other Person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder unless otherwise agreed to by the Company and Investor.
Appears in 1 contract
Transfer or Resale. The Purchaser Seller on its own behalf, and on behalf of its members, understands that:
: (ai) the Shares shares of Preferred Stock have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or qualified under any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned, or transferred unless (iA) subsequently registered thereunder, (B) the resale Seller on its own behalf, and on behalf of the Shares is registered pursuant to an effective registration statement under the Securities Actits members, as contemplated in Article 6; (ii) the Purchaser has shall have delivered to the Company Buyer an opinion of counsel (counsel, in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares Securities to be sold sold, assigned, or transferred may be sold sold, assigned, or transferred pursuant to an exemption from such registration; the registration requirements, or (iiiC) the Shares are sold Seller on its own behalf, and on behalf of its members, provides the Buyer with reasonable assurances (in the form of seller and broker representation letters) that the Securities can be sold, assigned, or transferred pursuant to Rule 144;
, in each case following the applicable holding period set forth therein and (bii) any sale of the Shares shares of Preferred Stock made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, further, if Rule 144 is not applicable, any resale of the Shares shares of Preferred Stock under circumstances in which the seller Buyer or any of its relevant members (or the Person person through whom the sale is made) may be deemed to be an underwriter “underwriter” (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption Commission thereunder.
Appears in 1 contract
Transfer or Resale. The Purchaser understands that:
that (ai) except as provided in the Shares Registration Rights Agreement, the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered, sold, pledged or otherwise transferred by Purchaser unless subsequently registered thereunder or an exemption from such registration is available (other than which exemption the Company expressly agrees may be established as contemplated in Article 6clauses (b), (c) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk and/or (d) of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6Section 5.1 hereof); (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares such Securities made in reliance on Rule 144 under the Securities Act (or a successor rule) ("Rule 144") may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of such Securities without registration under the Shares Securities Act under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
, and (ciii) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to this Agreement or the Registration Rights Agreement).
Appears in 1 contract
Transfer or Resale. The Purchaser Investor understands that:
: (ai) the Shares Securities have not been and are may not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the Purchaser has Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel (counsel, in forma form reasonably acceptable to the Company, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares such Securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) Investor provides the Shares are sold Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144;
”); (bii) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and144, and further, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC U.S. Securities and Exchange Commission promulgated thereunder; and
and (ciii) except as set forth in Article 6the LLC Agreement, neither the Company nor any other Person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder unless otherwise agreed to by the Company and Investor.
Appears in 1 contract
Transfer or Resale. The Purchaser Holder understands that:
: (ai) the Exchange Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; or (iiB) the Purchaser has Holder shall have delivered to the Company an opinion of counsel (counsel, in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the such Exchange Shares to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registrationregistration requirements; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(bii) any sale of the Exchange Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of the Exchange Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC United States Securities and Exchange Commission (the “SEC”) thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Exchange Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Transfer or Resale. The Purchaser Investor understands that:: ------------------
(a) except as provided in Article V, the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser Investor may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser Investor has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registrationregistration or under Rule 144 and, in the case of sales or transfers not under Rule 144, the Shares are to be sold or transferred only to one or more "accredited investor" (as defined in Rule 501(a) of Regulation D); or (iii) the Shares are sold or transferred to an affiliate (as defined in Rule 144) of the Investor pursuant to Rule 144an exemption from registration under the Securities Act;
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6V, neither the Company nor any other Person person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Transfer or Resale. The Purchaser understands that:
(a) neither the Units nor their component securities have been and, except with respect to the Shares have and the Warrant Shares to the extent contemplated in Article 7 hereof, will not been and are not being be registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Shares Units and/or their component securities for an indefinite period of time because the Shares Units and/or their component securities may not be transferred unless (i) the resale of the Shares and the Warrant Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 67; (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares Units and/or their component securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares Units and/or their component securities are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares Units and/or their component securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares Units and/or their component securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 67, neither the Company nor any other Person person is under any obligation to register the resale of the Shares, the Warrants or the Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Transfer or Resale. The Purchaser understands that:
(a) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Securities Purchase Agreement (Biodelivery Sciences International Inc)
Transfer or Resale. The Purchaser Holder understands that:
(a) i. neither the Shares have not delivery of the Warrant nor the Warrant Stock has been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, and consequently, the Purchaser Holder may have to bear the risk of owning the Shares Warrant or the Warrant Stock for an indefinite period of time because the Shares Warrant and Warrant Stock may not be transferred unless except as set forth in Section 8 of this Agreement and unless; (i) the resale of the Shares Warrant or the Warrant Stock, as the case may be, is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; Act or (ii) if requested by the Purchaser Company, the Holder has delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactionstransactions and which counsel shall be reasonably satisfactory to the Company) to the effect that the Shares securities to be sold or transferred may be sold or transferred pursuant to an exemption one or more exemptions from such registration; or registration (iii) the Shares are sold or transferred whether pursuant to Rule 144statute, regulation or otherwise);
(b) ii. any sale of the Shares Warrant or Warrant Stock made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and(including the holding period requirement, the volume limitations and the manner of sale restrictions, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder); and
(c) except as set forth in Article 6, iii. neither the Company nor any other Person person is under any obligation to register the resale of the Shares Warrant or Warrant Stock under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Warrant Agreement (Innovative Software Technologies Inc)
Transfer or Resale. The Purchaser understands that:
(a) the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Shares Securities for an indefinite period of time because the Shares Securities may not be transferred unless (i) the resale of the Shares Securities is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactionsreasonably acceptable to the Company) to the effect that the Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares Securities are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares or the Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Securities Purchase Agreement (Columbia Laboratories Inc)
Transfer or Resale. The Purchaser Pfizer understands that:
(a) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser Pfizer may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser Pfizer has delivered to the Company Homology an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144 under the Securities Act (“Rule 144;”); and
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Stock Purchase Agreement (Homology Medicines, Inc.)
Transfer or Resale. The Purchaser Astellas understands that:
(a) the offer and sale of the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws Laws and, consequently, the Purchaser Astellas may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser Astellas has delivered to the Company Vir Bio an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144 under the Securities Act (“Rule 144;”); and
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Transfer or Resale. The Purchaser Investor understands that:
(a) the Shares have delivery of the Securities has not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, and consequently, the Purchaser Investor may have to bear the risk of owning the Shares Securities for an indefinite period of time because the Shares Securities may not be transferred unless (i) the resale of the Shares Securities is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) if requested by the Purchaser Company, the Investor has delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactionstransactions and which counsel shall be reasonably satisfactory to the Company) to the effect that the Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares Securities are sold or transferred pursuant to Rule 144; or (iv) the Securities are sold or transferred to an affiliate (as defined in Rule 144) of the Investor;
(b) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and(including the holding period requirement, the volume limitations and the manner of sale restrictions, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder); and
(c) except as set forth in Article 6the Registration Rights Agreement, neither the Company nor any other Person person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Securities Purchase Agreement (Faro Technologies Inc)
Transfer or Resale. The Purchaser Buyer understands that:
that except as provided in the Registration Rights Agreement and Section 4.3 hereof: (ai) the Purchased Shares have not been and are not being registered under the Securities 1933 Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; or (iiB) the Purchaser has Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel (to Buyer, in forma form reasonably acceptable to the Company, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the such Purchased Shares to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(bii) any sale of the Purchased Shares made in reliance on Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto)("Rule 144") may be made only in accordance with the terms of Rule 144 and144, and further, if Rule 144 is not applicable, any resale of the Purchased Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act1▇▇▇ ▇▇▇) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC promulgated thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Purchased Shares under the Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Securities Purchase Agreement (STRATA Skin Sciences, Inc.)
Transfer or Resale. The Purchaser Holder understands that:
: (ai) the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the Purchaser has Holder shall have delivered to the Company (if requested by the Company) an opinion of counsel (to Holder, in forma form reasonably acceptable to the Company, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares such Securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) Holder provides the Shares are sold Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144;
”); (bii) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and144, and further, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC promulgated thereunder; and
and (ciii) except as set forth provided in Article 6Sections 5(e) and 5(f) hereof, neither the Company nor any other Person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Transfer or Resale. The Purchaser understands thatthat except as provided in the Registration Rights Agreement:
(a) the Shares Securities have not been and are not being registered under the Securities 1933 Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned, or transferred unless unless;
(i) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; thereunder;
(ii) the Purchaser has shall have delivered to the Company an opinion of counsel (counsel, in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares such securities to be sold sold, assigned, or transferred may be sold sold, assigned, or transferred pursuant to an exemption from such registration; or or
(iii) Purchaser provides the Shares are sold Company with reasonable assurance that such securities can be sold, assigned, or transferred pursuant to Rule 144144 or promulgated under the 1933 Act (or a successor rule thereto);
(b) any sale of the Shares such securities made in reliance on Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("RULE 144") may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of the Shares such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act1933 A▇▇) may ▇▇▇ require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares such securities under the Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Series 1 Bridge Note Purchase and Security Agreement (Tracker Corp of America)
Transfer or Resale. The Purchaser Subscriber understands that:
that (ai) except as ------------------- provided in the Shares Registration Rights Agreement, the Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be transferred unless (ia) subsequently registered thereunder or (b) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has Subscriber shall have delivered to the Company an opinion of counsel (in form, substance which opinion and scope customary for opinions of counsel in comparable transactionsshall be reasonably acceptable to the Company) to the effect that the Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(bii) any sale of the Shares such Securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule 144 andand further, if said Rule 144 is not applicable, any resale of the Shares such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to the Registration Rights Agreement).
Appears in 1 contract
Sources: Convertible Securities Subscription Agreement (Chatterjee Purnendu)
Transfer or Resale. The Purchaser understands Purchasers understand that:
(a) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser Purchasers may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the relevant Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Securities Purchase Agreement (Saratoga Resources Inc /Tx)
Transfer or Resale. The Such Purchaser understands that:
that except as provided in the Registration Rights Agreement and Section 4.1(b) hereof: (ai) the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the such Purchaser has shall have delivered to the Company (if requested by the Company) an opinion of counsel (to such Purchaser, in forma form reasonably acceptable to the Company, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares such Securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) such Purchaser provides the Shares are sold Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144;
; (bii) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and144, and further, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC promulgated thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Securities Purchase Agreement (Mri Interventions, Inc.)
Transfer or Resale. The Purchaser Subscriber understands that:
(a) except as otherwise provided in Article V, the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser Subscriber may have to bear the risk of owning the Shares Securities for an indefinite period of time because the Shares Securities may not be transferred unless (i) the resale of the Shares Securities is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser Subscriber has delivered to the Company an opinion of counsel reasonably acceptable to the Company (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares Securities are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC promulgated thereunder; and
(c) except as set forth in Article 6V, neither the Company nor any other Person person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Transfer or Resale. The Purchaser Ionis understands that:
(a) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser Ionis may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser Ionis has delivered to the Company Akcea an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company Akcea nor any other Person person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Stock Purchase Agreement (Akcea Therapeutics, Inc.)
Transfer or Resale. The Purchaser Investor understands that:
(a) except as provided in ARTICLE XII, the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser Investor may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser Investor has delivered to the Company an opinion of counsel satisfactory to the Company (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other another exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6ARTICLE XII, neither the Company nor any other Person person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Transfer or Resale. The Such Purchaser understands that:
that except for the registration rights granted pursuant to Section 8 hereof: (ai) the Common Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the such Purchaser has shall have delivered to the Company an opinion of counsel (counsel, in forma form reasonably acceptable to the Company, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the such Common Shares to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) such Purchaser provides the Company with reasonable assurance that such Common Shares are sold can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act, as amended (“Rule 144;
”) (bor a successor rule thereto); (ii) any sale of the Common Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of the Common Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Common Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Transfer or Resale. The Purchaser Buyer understands that:
, except as provided in the Registration Rights Agreement, (ai) the Shares Securities have not been and are not being registered under the Securities 1933 Act (other than as contemplated in Article 6) or any applicable state other securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the Purchaser has Buyer shall have delivered to the Company an opinion of counsel (counsel, in formgenerally acceptable form and substance to the Company, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares such Securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption one or more specified exemptions from such registration; , or (iiiC) Buyer provides the Shares are sold Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended (or a successor rule thereto) (“Rule 144;
”); (bii) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and144, and further, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunderany other securities laws; and
(ciii) except as set forth in Article 6the Registration Rights Agreement, neither the Company nor any other Person person is under any obligation to register the resale of the Shares Securities under the Securities 1933 Act or any other securities laws; and (iv) the ability of the Company to register the Closing Shares, the Conversion Shares and the Warrant Shares may be limited by the rules and regulations of the SEC, state securities laws or to comply with authorities, and the terms published and conditions unpublished interpretations of any exemption thereundertheir respective staffs.
Appears in 1 contract
Sources: Securities Purchase Agreement (Gulf Western Petroleum Corp)
Transfer or Resale. The Purchaser Investor understands that:
(a) except as provided in Article IX, the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser Investor may have to bear the risk of owning the Shares Securities for an indefinite period of time because the Shares Securities may not be transferred unless (i) the resale of the Shares Securities is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser Investor has delivered to the Company an opinion of counsel satisfactory to the Company (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares Securities are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other another exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6IX, neither the Company nor any other Person person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Transfer or Resale. The Purchaser Each of the LLCs understands that:
(a) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser LLCs may have to bear the risk of owning the Shares for an indefinite period of until such time as the registration statement covering such shares is declared effective because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser LLCs has delivered to the Company New Parent an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iiiii) the Shares are sold or transferred pursuant to Rule 144 promulgated under the Securities Act, or any successor rule (“Rule 144;”); and
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Second Omnibus Amendment to Loan Documents (iLearningEngines, Inc.)
Transfer or Resale. The Purchaser Biogen understands that:
(a) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser Biogen may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated including pursuant to the registration rights set forth in Article 6Section 6.5 and Appendix 2; (ii) the Purchaser Biogen has delivered to the Company Ionis an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;; and
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Stock Purchase Agreement (Ionis Pharmaceuticals Inc)
Transfer or Resale. The Purchaser Investor understands that:: --------------------
(a) except as otherwise provided in Article V, the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser Investor may have to bear the risk of owning the Shares Securities for an indefinite period of time because the Shares Securities may not be transferred unless (i) the resale of the Shares Securities is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser Investor has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares Securities are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6V, neither the Company nor any other Person person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Securities Purchase Agreement (Nanopierce Technologies Inc)
Transfer or Resale. The Purchaser understands that:
(a) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws Laws and, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144 under the Securities Act (“Rule 144;”); and
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Collaboration and License Agreement (Ionis Pharmaceuticals Inc)
Transfer or Resale. The Purchaser GSK understands that:
(a) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws Laws and, consequently, the Purchaser GSK may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser GSK has delivered to the Company Vir an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144 under the Securities Act (“Rule 144;”); and
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Transfer or Resale. The Purchaser Each Buyer understands that:
that except as provided in the Registration Rights Agreement: (ai) the Shares Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; or (iiB) the Purchaser has such Buyer shall have delivered to the Company an opinion of counsel counsel, in a generally acceptable form, with reasonable assurances (in formthe form of seller and broker representation letters), substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares such Securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred registration requirements, including, pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule 144;
”), in each case following the applicable holding period set forth therein; (bii) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Transfer or Resale. The Each Purchaser understands that:
that (ai) except as provided in the Shares Registration Rights Agreement, the Securities have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be transferred unless (ia) the resale of the Shares subsequently registered thereunder, or (b) an exemption from such registration is registered pursuant to an effective registration statement under the Securities Actavailable, as contemplated in Article 6; or (iic) the each Purchaser has shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; registration or (iiid) sold pursuant to Rule 144 promulgated under the Shares are Securities Act (or a successor rule) ("RULE 144") or (e) sold or transferred pursuant to Rule 144;
an affiliate of such Purchaser; (bii) any sale of the Shares such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule 144 andand further, if said Rule 144 is not applicable, any resale of the Shares such Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunderthereunder (in each case, other than pursuant to the Registration Rights Agreement).
Appears in 1 contract
Sources: Securities Purchase Agreement (Accent Software International LTD)
Transfer or Resale. The Purchaser Holder understands that:
: (ai) the Delivery Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; or (iiB) the Purchaser has Holder shall have delivered to the Company an opinion of counsel (counsel, in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the such Delivery Shares to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registrationregistration requirements; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(bii) any sale of the Delivery Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of the Delivery Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC United States Securities and Exchange Commission (the “SEC”) thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Delivery Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Exchange Agreement (Advaxis, Inc.)
Transfer or Resale. The Such Purchaser understands that:
: (ai) the Warrants and the Warrant Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the such Purchaser has shall have delivered to the Company an opinion of counsel (counsel, in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) at the Company’s expense, to the effect that the Shares such securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) such Purchaser provides the Shares are sold Company with reasonable assurance that such securities can be sold, assigned or transferred pursuant to Rule 144;
144 or Rule 144A promulgated under the Securities Act, as amended, (bor a successor rule thereto); (ii) any sale of the Warrants and Warrant Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of the Shares such securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC Commission thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Transfer or Resale. The Purchaser Genzyme understands that:
(a) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article Section 6) or any applicable state securities laws and, consequently, the Purchaser Genzyme may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article Section 6; (ii) the Purchaser Genzyme has delivered to the Company Isis an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article Section 6, neither the Company Isis nor any other Person person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: License and Research Agreement (Isis Pharmaceuticals Inc)
Transfer or Resale. The Purchaser Such Subscriber understands that:
: (ai) the Warrants and the Warrant Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the Purchaser has such Subscriber shall have delivered to the Company an opinion of counsel (counsel, in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) at the Company’s expense, to the effect that the Shares such securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) such Subscriber provides the Shares are sold Company with reasonable assurance that such securities can be sold, assigned or transferred pursuant to Rule 144;
144 or Rule 144A promulgated under the Securities Act, as amended, (bor a successor rule thereto); (ii) any sale of the Warrants and the Warrant Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of the Shares such securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC Commission thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of Warrants or the Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Transfer or Resale. The Purchaser understands that:
(a) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Securities Purchase Agreement (Saratoga Resources Inc /Tx)
Transfer or Resale. The Purchaser Biogen understands that:
: (a) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser Biogen may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated including pursuant to the registration rights set forth in Article 6Section 6.5 and Appendix 2; (ii) the Purchaser Biogen has delivered to the Company Ionis an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
; and (b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Stock Purchase Agreement
Transfer or Resale. The Purchaser understands that:
(aA) the Shares Units have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Shares Units for an indefinite period of time because the Shares Units may not be transferred unless (i) the resale of the Shares Units is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares Units to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares Units are sold or transferred pursuant to Rule 144;
(bB) any sale of the Shares Units made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares Units under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(cC) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register the resale of the Shares or the Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Transfer or Resale. The Purchaser Lender understands that:
: except as provided in the New Registration Rights Agreement, (ai) the Shares Securities have not been and are not being registered under the Securities 1933 Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the Purchaser has Lender shall have delivered to the Company Altair an opinion of counsel (counsel, in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares such Securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) the Shares are sold Lender provides Altair with an assurance (which assurance shall be acceptable to Altair in its reasonable discretion) that such Securities could then be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("Rule 144;
"); (bii) any sale of the Shares Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of the Shares Securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities 1933 Act) may require compliance with some other wit▇ ▇▇▇▇ ▇ther exemption under the Securities 1933 Act or the rules and regulations of the SEC Securities and Exchange Commission ("SEC") thereunder; and
and (ciii) except as set forth in Article 6, neither the Company Altair nor any other Person person is under any obligation to register the resale of the Shares such Securities under the Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Note Amendment Agreement (Altair Nanotechnologies Inc)
Transfer or Resale. The Purchaser Buyer understands that:
that (ai) except as provided in the Registration Rights Agreement and the Amended and Restated Registration Rights Agreement of Spectra, the Securities, the shares of Spectra Common Stock receivable by the Buyer upon exercise of the Warrants (the "Exercise Shares"), and the Damage Shares (as that term is defined in the Registration Rights Agreement) have not been and are not being registered under the Securities 1933 Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be transferred unless (ia) subsequently registered thereunder, or (b) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; (ii) the Purchaser has Buyer shall have delivered to the Company an opinion of counsel (counsel, reasonably satisfactory in form, scope and substance and scope customary for opinions of counsel in comparable transactions) to the Company, to the effect that the Shares securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;
(bii) any sale of the Shares such securities made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule 144 andand further, if said Rule 144 is not applicable, any resale of the Shares such securities under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the Securities 1933 Act or the rules and regulations of the SEC thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person person is under any obligation to register such securities (other than pursuant to the resale Registration Rights Agreement and the Amended and Restated Registration Rights Agreement of the Shares Spectra) under the Securities 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Securities Purchase Agreement (Infinite Machine Corp)
Transfer or Resale. The Such Purchaser understands that:
: (ai) the Warrants and the Warrant Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws andlaws, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares and may not be offered for sale, sold, assigned or transferred unless (iA) the resale of the Shares is subsequently registered pursuant to an effective registration statement under the Securities Actthereunder, as contemplated in Article 6; (iiB) the such Purchaser has shall have delivered to the Company an opinion of counsel (counsel, in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions) at the Company’s expense, to the effect that the Shares such securities to be sold sold, assigned or transferred may be sold sold, assigned or transferred pursuant to an exemption from such registration; , or (iiiC) such Purchaser provides the Shares are sold Company with reasonable assurance that such securities can be sold, assigned or transferred pursuant to Rule 144;
144 or Rule 144A promulgated under the Securities Act, as amended, (bor a successor rule thereto); (ii) any sale of the Warrants and the Warrant Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 andand further, if Rule 144 is not applicable, any resale of the Shares such securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC Commission thereunder; and
and (ciii) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of Warrants or the Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Securities Purchase Agreement (xG TECHNOLOGY, INC.)
Transfer or Resale. The Purchaser Biogen understands that:
(a) the Shares have not been and are not being registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser Biogen may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated including pursuant to the registration rights set forth in Article 6Section 6.5 and Appendix 2; (ii) the Purchaser Biogen has delivered to the Company Sangamo an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;; and
(b) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and
(c) except as set forth in Article 6, neither the Company nor any other Person is under any obligation to register the resale of the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Appears in 1 contract
Sources: Stock Purchase Agreement (Sangamo Therapeutics, Inc)