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 pursuant to an effective registration statement under the Securities Act, to the Company 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 state 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 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 4 contracts

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

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Other Agreements of the Parties. 4.1 (a) Securities The Shares may only be disposed of pursuant to an effective registration statement under the Securities Act, to the Company 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 state 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 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 acceptable to the Company (such acceptance not to be unreasonably withheld), 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: Stock Purchase Agreement (Center Bancorp Inc)

Other Agreements of the Parties. 4.1 (a) The Securities may only be disposed of pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from from, or in a transaction not subject to to, the registration requirements of the Securities Act, and in compliance with any applicable state 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 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 (Valentis Inc)

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Other Agreements of the Parties. 4.1 (a) Except with respect to any sale or transfer of the Notes and/or Warrants to any Affiliate of an Investor, any such Investor desiring to sell or transfer such Investor’s Notes and/or Warrants shall obtain the prior written consent of the Company. The Securities may only be disposed of pursuant to an effective registration statement under the Securities Act, to the Company 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 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 a Purchaser or in connection with a pledge as contemplated in Section 4.1(b)an Investor, the Company may also 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 (St. Bernard Software, Inc.)

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