Common use of Registration or Exemption Requirements Clause in Contracts

Registration or Exemption Requirements. Subscriber acknowledges and understands that the Securities may not be resold or otherwise transferred except in a transaction registered under the Act and any applicable state securities laws or unless an exemption from such registration is available. Subscriber understands that the Securities will be imprinted with a legend that prohibits the transfer of the Securities unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 6 contracts

Samples: Registration Rights Agreement (Spatializer Audio Laboratories Inc), Sgi International, Sgi International

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Registration or Exemption Requirements. Subscriber acknowledges and understands that the Securities may not be resold or otherwise transferred except in a transaction registered under the Act and any applicable state securities laws laws, or unless an exemption from such registration is available. Subscriber understands that the Securities will be imprinted with a legend that prohibits the transfer of the Securities unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 5 contracts

Samples: Common Stock Subscription Agreement (Spatializer Audio Laboratories Inc), Registration Rights Agreement (Spatializer Audio Laboratories Inc), Registration Rights Agreement (Spatializer Audio Laboratories Inc)

Registration or Exemption Requirements. Subscriber acknowledges Subscribers acknowledge and understands understand that the Securities may not be resold or otherwise transferred except in a transaction registered under the Act and any applicable state securities laws or unless an exemption from such registration is available. Subscriber understands Subscribers understand that the Securities will be imprinted with a legend that prohibits the transfer of the Securities unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 3 contracts

Samples: Registration Rights Agreement (Nstor Technologies Inc), Registration Rights Agreement (Spatializer Audio Laboratories Inc), Sgi International

Registration or Exemption Requirements. Subscriber acknowledges -------------------------------------- and understands that the Securities may not be resold or otherwise transferred except in a transaction registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available. Subscriber understands that the Securities will be imprinted with a legend that prohibits the transfer of the Securities unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 3 contracts

Samples: Storm Technology Inc, Storm Technology Inc, Storm Technology Inc

Registration or Exemption Requirements. Subscriber The Purchaser further acknowledges and understands that the Securities may not be resold or otherwise transferred except in a transaction registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available. Subscriber The Purchaser understands that the certificate(s) evidencing the Securities will be imprinted with a legend that prohibits the transfer of the Securities such securities unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 2 contracts

Samples: Purchase Agreement (Medtronic Inc), Purchase Agreement (Vidamed Inc)

Registration or Exemption Requirements. Subscriber acknowledges Subscribers acknowledge and understands understand that the Securities may not be resold or otherwise transferred except in a transaction registered under the Act and any applicable state securities laws laws, or unless an exemption from such registration is available. Subscriber understands Subscribers understand that the Securities will be imprinted with a legend that prohibits the transfer of the Securities unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 2 contracts

Samples: Preferred Stock Subscription Agreement (Spatializer Audio Laboratories Inc), Preferred Stock Subscription Agreement (Spatializer Audio Laboratories Inc)

Registration or Exemption Requirements. Subscriber acknowledges and understands that the Securities Restricted Stock may not be resold or otherwise transferred except in a transaction registered under the Act and any applicable state securities laws or unless an exemption from such registration is available. Subscriber understands that the Securities Restricted Stock will be imprinted with a legend that prohibits the transfer of the Securities Restricted Stock unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 1 contract

Samples: Sgi International

Registration or Exemption Requirements. Subscriber Each of the Purchasers acknowledges and understands that the Securities may not be resold or otherwise transferred except in a transaction registered under the Act and any applicable state securities laws or unless an exemption from such registration is available. Subscriber Each of the Purchasers understands that the Securities will be imprinted with a legend that prohibits the transfer of the Securities unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 1 contract

Samples: Data Race Inc

Registration or Exemption Requirements. Subscriber acknowledges and understands that the Securities may not be resold or otherwise transferred except in a transaction registered under the 1933 Act and any applicable state securities laws or unless an exemption from such registration is available. Subscriber understands that the Securities will be imprinted with a legend that prohibits the transfer of the Securities unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the 1933 Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 1 contract

Samples: Securities Purchase Agreement (C-Phone Corp)

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Registration or Exemption Requirements. Subscriber Purchaser further acknowledges and understands that the Securities may not be resold or otherwise transferred except in a transaction registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available. Subscriber Purchaser understands that the certificate(s) evidencing the Securities will be imprinted with a legend that prohibits the transfer of the Securities such securities unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 1 contract

Samples: Purchase Agreement (Stan Lee Media Inc)

Registration or Exemption Requirements. Subscriber Investor acknowledges and understands that the Securities may not be resold or otherwise transferred except in a transaction registered under the Act and any applicable state securities laws or unless an exemption from such registration is available. Subscriber Investor understands that the Securities will be imprinted with a legend that prohibits the transfer of the Securities unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Sgi International)

Registration or Exemption Requirements. Subscriber acknowledges -------------------------------------- and understands that the Securities may not be resold or otherwise transferred except in a transaction registered under the Act and any applicable state securities laws or unless an exemption from such registration is available. Subscriber understands that the Securities will be imprinted with a legend that prohibits the transfer of the Securities unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 1 contract

Samples: Registration Rights Agreement (Consilium Inc)

Registration or Exemption Requirements. Subscriber Each of the Subscribers acknowledges and understands that the Securities may not be resold or otherwise transferred except in a transaction registered under the Act and any applicable state securities laws or unless an exemption from such registration is available. Subscriber Each of the Subscribers understands that the Securities will be imprinted with a legend that prohibits the transfer of the Securities unless (i) they are registered under applicable securities laws or such registration is not required, and or (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Act and, if the Company shall so request in writingregistration, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 1 contract

Samples: Subscription Agreement (Datametrics Corp)

Registration or Exemption Requirements. Subscriber Purchaser further acknowledges and understands that the Securities Shares and the Warrants may not be resold or otherwise transferred except in a transaction registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available. Subscriber Purchaser understands that the Securities certificate(s) evidencing the Shares and the Warrants will be imprinted with a legend as provided in Section 4.7 below, that prohibits the transfer of the Securities thereof unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Act and, if the Company shall so request in writingregistration, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt.

Appears in 1 contract

Samples: Series a Preferred Stock and Warrant Purchase Agreement (Kti Inc)

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