Common use of Other Agreements of the Parties Clause in Contracts

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 38 contracts

Samples: Securities Purchase Agreement (Drugmax Inc), Securities Purchase Agreement (Kintera Inc), Registration Rights Agreement (Granite City Food & Brewery LTD)

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Other Agreements of the Parties. 4.1 4.1. (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 20 contracts

Samples: Securities Purchase Agreement (Cfo Consultants, Inc.), Securities Purchase Agreement (Organic to Go Food CORP), Securities Purchase Agreement (Millennium Quest Inc)

Other Agreements of the Parties. 4.1 4.1. (a) Securities Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities Shares other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.

Appears in 17 contracts

Samples: Securities Purchase Agreement (CBAK Energy Technology, Inc.), Escrow Agreement (Codesmart Holdings, Inc.), Securities Purchase Agreement (Sutor Technology Group LTD)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 11 contracts

Samples: Securities Purchase Agreement (Navarre Corp /Mn/), Securities Purchase Agreement (Navarre Corp /Mn/), Securities Purchase Agreement (American Technology Corp /De/)

Other Agreements of the Parties. 4.1 (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 8 contracts

Samples: Purchase Agreement (Uni-Pixel), Securities Purchase Agreement (Motorcar Parts America Inc), Purchase Agreement (Tut Systems Inc)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Point Therapeutics Inc), Securities Purchase Agreement (Dor Biopharma Inc), Securities Purchase Agreement (Sorrento Networks Corp)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an such Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Soligenix, Inc.), Securities Purchase Agreement (Dor Biopharma Inc), Securities Purchase Agreement (Dor Biopharma Inc)

Other Agreements of the Parties. 4.1 4.1. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Silverstar Holdings LTD), Securities Purchase Agreement (KL Energy Corp), Securities Purchase Agreement (Genesis Pharmaceuticals Enterprises, Inc.)

Other Agreements of the Parties. 4.1 (a) Securities Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities Shares other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Oxygen Biotherapeutics, Inc.), Escrow Agreement (China Bak Battery Inc), Escrow Agreement (China Bak Battery Inc)

Other Agreements of the Parties. 4.1 4.1. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Real Goods Solar, Inc.), Securities Purchase Agreement (Real Goods Solar, Inc.), Securities Purchase Agreement (Real Goods Solar, Inc.)

Other Agreements of the Parties. 4.1 4.1. (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the CompanyBorrower, to an Affiliate of an Investor a Lender or in connection with a pledge as contemplated in Section 4.1(b), the Company Borrower may require the transferor thereof to provide to the Company Borrower an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the CompanyBorrower, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 3 contracts

Samples: Loan and Warrant Agreement (Zoltek Companies Inc), Loan and Warrant Agreement (Zoltek Companies Inc), Loan and Warrant Agreement (Zoltek Companies Inc)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), if reasonably necessary, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Terax Energy, Inc.), Securities Purchase Agreement (Pacific Northwest Productions Inc.), Securities Purchase Agreement (China Natural Gas, Inc.)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Shumate Industries Inc), Securities Purchase Agreement (Datalogic International Inc), Securities Purchase Agreement (Rockwell Medical Technologies Inc)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal Federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Uroplasty Inc), Securities Purchase Agreement (Uroplasty Inc)

Other Agreements of the Parties. 4.1 4.1. (a) Securities Shares may only be disposed of by the Investors in compliance with state and federal securities laws. In connection with any transfer of the Securities Shares other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Fushi International Inc), Securities Purchase Agreement (Fushi International Inc)

Other Agreements of the Parties. 4.1 4.1. (a) Securities Shares, Warrants and Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities Shares and Warrant Shares other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sinohub, Inc.), Securities Purchase Agreement (Sinohub, Inc.)

Other Agreements of the Parties. 4.1 (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Data443 Risk Mitigation, Inc.), Securities Purchase Agreement (Crown Electrokinetics Corp.)

Other Agreements of the Parties. 4.1 4.1. (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the CompanyBorrower, to an Affiliate of an Investor the Lender or in connection with a pledge as contemplated in Section 4.1(b), the Company Borrower may require the transferor thereof to provide to the Company Borrower an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the CompanyBorrower, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 2 contracts

Samples: Loan and Securities Purchase Agreement (Aerogen Inc), Loan and Securities Purchase Agreement (Aerogen Inc)

Other Agreements of the Parties. 4.1 (a) Securities Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities Shares other than pursuant to an effective registration statement, to the Company, to an Affiliate of an the Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (E-Home Household Service Holdings LTD), Securities Purchase Agreement (E-Home Household Service Holdings LTD)

Other Agreements of the Parties. 4.1 4.1. (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an a Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Zoltek Companies Inc), Securities Purchase Agreement (Zoltek Companies Inc)

Other Agreements of the Parties. 4.1 (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Access Integrated Technologies Inc), Securities Purchase Agreement (Access Integrated Technologies Inc)

Other Agreements of the Parties. 4.1 (a) Securities Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities Shares other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor Company or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably satisfactory to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Infocrossing Inc)

Other Agreements of the Parties. 4.1 (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an the Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Tag Entertainment Corp)

Other Agreements of the Parties. 4.1 4.1. (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an the Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Organic to Go Food CORP)

Other Agreements of the Parties. 4.1 (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an a Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Matrix Service Co)

Other Agreements of the Parties. 4.1 (a) Securities Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities Shares other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor Overstock or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Elio Motors, Inc.)

Other Agreements of the Parties. 4.1 (a) Securities a)Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an such Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Dor Biopharma Inc)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor who qualifies as an accredited investor under Regulation D under the Securities Act of 1933, or in connection with a pledge of Shares as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Hollywood Media Corp)

Other Agreements of the Parties. 4.1 TRANSFER RESTRICTIONS (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an a written opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (American Science & Engineering Inc)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with U.S. state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Subscription Agreement (Moxian, Inc.)

Other Agreements of the Parties. 4.1 4.1. (a) Securities Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities Shares other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably satisfactory to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Captech Financial Group, Inc)

Other Agreements of the Parties. 4.1 (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Intercloud Systems, Inc.)

Other Agreements of the Parties. 4.1 4.1. (a) Securities The Shares may only be disposed of by the Investors in compliance with state and federal securities laws. In connection with any transfer of the Securities Shares other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sino Gas International Holdings, Inc.)

Other Agreements of the Parties. 4.1 (a4.1. i) Securities The Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities Shares other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (KL Energy Corp)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor a Purchaser or in connection with a pledge as contemplated in Section SECTION 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Microislet Inc)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities lawsLaws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an the Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ecotality, Inc.)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an the Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably satisfactory to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Xethanol Corp)

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Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or Investor, in connection with a pledge as contemplated in Section 4.1(b), or in a transaction under Rule 144(k), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Diversified Security Solutions Inc)

Other Agreements of the Parties. 4.1 (a) Investors understand and acknowledge that the Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an a Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the CompanyCompany and its counsel, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Toreador Resources Corp)

Other Agreements of the Parties. 4.1 4.1. (a) The Securities and the Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities and the Shares other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Longwei Petroleum Investment Holding LTD)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an the Investor or in connection with a pledge as contemplated in Section 4.1(b5(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Organic to Go Food CORP)

Other Agreements of the Parties. 4.1 4.1. (a) Securities may only be disposed of in compliance with state and federal securities lawslaws and the Transaction Documents. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sona Mobile Holdings Corp)

Other Agreements of the Parties. 4.1 4.1. (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, Company or to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b)Investor, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ampal-American Israel Corp)

Other Agreements of the Parties. 4.1 4.1. (ai) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Subscription Agreement (Moxian, Inc.)

Other Agreements of the Parties. 4.1 (a) Securities a)Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Dor Biopharma Inc)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities lawsLaws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor the Investors or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ecotality, Inc.)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require (x) the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities ActAct and (y) any transferee to agree in writing to be bound by the terms of this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Genius Products Inc)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Airnet Communications Corp)

Other Agreements of the Parties. 4.1 5.1. (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b5.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Shuaiyi International New Resources Development Inc.)

Other Agreements of the Parties. 4.1 .1 (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (RMH Teleservices Inc)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor a Purchaser or in connection with a pledge as contemplated in Section 4.1(bSECTION 4.1(B), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Microislet Inc)

Other Agreements of the Parties. 4.1 4.1. (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably satisfactory to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Xethanol Corp)

Other Agreements of the Parties. 4.1 (a) a)The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (GoFish Corp.)

Other Agreements of the Parties. 4.1 (a) Securities The Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities Shares other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor the Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Alfacell Corp)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor Company or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably satisfactory to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Infocrossing Inc)

Other Agreements of the Parties. 4.1 4.1. (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the CompanyGRC, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company GRC an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (China Biologic Products, Inc.)

Other Agreements of the Parties. Section 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Crdentia Corp)

Other Agreements of the Parties. 4.1 4.1. (a) Securities . Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities Shares other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (Solar Power, Inc.)

Other Agreements of the Parties. 4.1 (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (RCG Companies Inc)

Other Agreements of the Parties. 4.1 (a) 4.1The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferortransferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

Appears in 1 contract

Samples: Securities Purchase Agreement (KeyStar Corp.)

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