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 who qualifies as an accredited investor under Regulation D of the Securities Act 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 but 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 2 contracts

Samples: Securities Purchase Agreement (Veri-Tek International, Corp.), Securities Purchase Agreement (Veri-Tek International, Corp.)

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Other Agreements of the Parties. 4.1. 4.1 (a) Each of the Company and each Investor and agree, severally and not jointly, 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 Investor who qualifies as an accredited investor under Regulation D of the Securities Act or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to will, if required by the Company, provide to the Company an opinion of counsel selected by the transferor but transferor, reasonably satisfactory 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 (Vineyard National Bancorp), Securities Purchase Agreement (Vineyard National Bancorp)

Other Agreements of the Parties. 4.1. (a4.1(a) Securities may only be disposed of in compliance with state and federal securities laws, including pursuant to an exemption therefrom. In connection with any transfer of the Securities other than pursuant to an effective registration statementstatement pursuant to paragraph (k) of Rule 144, to the Company, to an Affiliate of an Investor who qualifies as an accredited investor under Regulation D of the Securities Act 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 but and reasonably satisfactory 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 (Mikohn Gaming Corp)

Other Agreements of the Parties. 4.1. 4.1 (a) Except with respect to any sale or transfer of the Notes to any Affiliate of an Investor, any such Investor desiring to sell or transfer such Investor’s Notes shall obtain the prior written consent of the Company. 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, or to an Affiliate of an Investor who qualifies as an accredited investor under Regulation D of the Securities Act or in connection with a pledge as contemplated in Section 4.1(b)Investor, the Company may also require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor but reasonably satisfactory to the Companytransferor, 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 (EdgeWave, Inc.)

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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 who qualifies as an accredited investor under Regulation D of the Securities Act 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 but 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 (Veri-Tek International, Corp.)

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 who qualifies as an accredited investor under Regulation D of the Securities Act or in connection with a pledge as contemplated in Section 4.1(b) (but such exclusion does not include the subsequent transfer following default by the Investor transferee of such pledge), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor but reasonably satisfactory to the Companytransferor, 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 (ProsoftTraining)

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