Further Restrictions on Disposition. The Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Shares which the Subscriber is acquiring hereunder unless and until:
Further Restrictions on Disposition. 9 3.8 Legends........................................................................................ 9 3.9
Further Restrictions on Disposition. Without in any way limiting the provisions of Section 2.4, such Purchaser agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 2, and any of the following conditions apply: (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with such registration statement or (b) (i) such Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, such Purchaser shall have furnished the Company with an opinion of counsel, reasonably acceptable to the Company, that such disposition will not require registration under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances or for transfers made pursuant to the last sentence of this Section 2.7. Notwithstanding clauses (a) and (b), no such registration statement or opinion shall be required for a transfer by a Purchaser to its (1) affiliate; (2) current or former constituent partner or member or (3) stockholder.
Further Restrictions on Disposition. GPC agrees not to make any disposition of all or any portion of the NEOTHERAPEUTICS Shares unless and until: (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with such registration statement; or (b) (i) GPC shall have notified NEOTHERAPEUTICS of the proposed disposition and shall have furnished NEOTHERAPEUTICS with a statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by NEOTHERAPEUTICS, GPC shall have furnished NEOTHERAPEUTICS with an opinion of counsel, reasonably acceptable to NEOTHERAPEUTICS, that such disposition will not require registration under the Securities Act.
Further Restrictions on Disposition. Without in any way limiting the provisions of Section 3.5, such Purchaser agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 3 and the Transaction Agreements (provided, and to the extent, that the Transaction Agreements are then applicable), and any of the following conditions apply: (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with such registration statement; or (b) (i) such Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, such Purchaser shall have furnished the Company with an opinion of counsel, reasonably acceptable to the Company, that such disposition will not require registration under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. Notwithstanding clauses (a) and (b), no such registration statement or opinion shall be required for a transfer by a Purchaser to her, his or its (1) constituent partner or member, (2) former partner or member, (3) estate, (4) spouse, sibling or the lineal descendants or ancestors of the Purchaser or his or her spouse, (5) grantor or trust beneficiary, if such Purchaser is a trust or (6) affiliate; provided, however, that any such transferee agrees in writing to be subject to the terms of the Transaction Agreements then applicable to the Purchaser.
Further Restrictions on Disposition. NeoGene Securities, NeoTherapeutics Securities and Exchange Securities may only be disposed of pursuant to an effective registration statement under the Securities Act, to either NeoGene or NeoTherapeutics, respectively, or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of NeoGene Securities, NeoTherapeutics Securities or Exchange Securities other than pursuant to an effective registration statement or to NeoGene or NeoTherapeutics, respectively, except as otherwise set forth herein, NeoGene or NeoTherapeutics, as applicable, may require the transferor thereof to provide to such company an opinion of counsel reasonably acceptable to such company, the form and substance of which opinion shall be reasonably satisfactory to such company, to the effect that such transfer does not require registration under the Securities Act. Notwithstanding the foregoing, NeoGene and NeoTherapeutics hereby consent and agree to register on the books of the applicable company and with any transfer agent for the securities of the applicable company, without requiring a legal opinion, any transfer of NeoGene Securities, NeoTherapeutics Securities or Exchange Securities by the Purchaser to an affiliate of such Purchaser or to one or more funds or managed accounts under common management with such Purchaser, and any transfer among any such affiliates or one or more funds or managed accounts, provided (i) that the transferee certifies to such company that it is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act or a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act, as may be necessary to ensure compliance with the Securities Act, (ii) that it is acquiring the NeoGene Securities, NeoTherapeutics Securities or Exchange Securities solely for investment purposes, and (iii) that any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of the Purchaser under this Agreement, the NeoGene Rights Agreement and the NeoTherapeutics Rights Agreement.
Further Restrictions on Disposition. Without in any way limiting the provisions of Section 4 above, JBCPL agrees not to make any disposition of all or any portion of the Shares unless and until the transferee has agreed in writing for the benefit of SPECTRUM to be bound by the representations and warranties contained herein (provided and to the extent such representations and warranties are then applicable), and any of the following conditions apply: (a) there is then in effect a registration
Further Restrictions on Disposition. The Company agrees to issue or reissue certificates representing any of the securities, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that the registration of the securities under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Subscription Agreement and Accredited Investor Questionnaire - Page 4 of 30 Securities Act and state securities laws are not required (which may include an opinion of counsel provided by the Company), or (iv) the holder provides the Company with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act (which may include an opinion of counsel provided by the Company); and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, (ii) compliance with applicable state securities or "blue sky" laws has been effected, or (iii) the holder provides the Company with reasonable assurances that a valid exemption exists with respect thereto (which may include an opinion of counsel provided by the Company). The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 3.4, the Company will use commercially reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “b...
Further Restrictions on Disposition. The Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Securities which the Subscriber is acquiring hereunder unless and until: -- U.S. Unit Private Placement Subscription Agreement -- -- Pluris Energy Group Inc. --
Further Restrictions on Disposition. The parties hereto acknowledge that the Warrant and the Registration Rights Agreement each contain certain additional restrictions on the transfer of the Underlying Shares.
