Common use of Registration or Exemption Requirements Clause in Contracts

Registration or Exemption Requirements. Purchaser further acknowledges and understands that the Shares must be held for investment purposes, and they may not be resold or otherwise transferred except in a transaction registered under the Securities Act or an exemption from such registration is available. Purchaser understands that the certificate(s) evidencing the Shares will be imprinted with a legend that prohibits the transfer of the Shares 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 ("Rule 144") and, if the Company shall so request in writing, an opinion of counsel satisfactory to the Company is obtained to the effect that the transaction is so exempt and in compliance with applicable state law.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Aviron), Common Stock Purchase Agreement (Bb Biotech Ag), Common Stock Purchase Agreement (Aviron)

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Registration or Exemption Requirements. Purchaser further acknowledges and understands that the Shares must may be required to be held for investment purposesindefinitely, and they may not be resold or otherwise transferred except in a transaction registered under the Securities Act or where an exemption from such registration is available. Purchaser understands that the certificate(s) evidencing the Shares will be imprinted with a legend that prohibits the transfer of the Shares unless (ia) they are registered or such registration is not required, and (iib) if the transfer is pursuant to an exemption from registration other than Rule 144 promulgated under the Securities Act ("Rule 144") and, if the Company Corporation shall so request in writing, an opinion of counsel satisfactory to the Company Corporation is obtained to the effect that the transaction is so exempt and in compliance with applicable state law.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Security First Technologies Corp), Stock Purchase Agreement (Security First Technologies Corp)

Registration or Exemption Requirements. Purchaser further acknowledges and understands that the Shares must be held for investment purposes, and they may not be resold or otherwise transferred except in a transaction registered under the Securities Act or pursuant to an exemption from such registration is availableregistration. Purchaser understands that the certificate(s) evidencing the Shares will be imprinted with a legend that prohibits the transfer of the Shares 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 ("Rule 144") and, if the Company shall so request in writing, an opinion of counsel will be required satisfactory to the Company is obtained to the effect that the transaction is so exempt and in compliance with applicable state law.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Cv Therapeutics Inc)

Registration or Exemption Requirements. Such Purchaser further acknowledges and understands that the Shares must may be required to be held for investment purposesindefinitely, and they may not be resold or otherwise transferred except in a transaction registered under the Securities Act or where an exemption from such registration is available. Such Purchaser understands that the certificate(s) evidencing the Shares will be imprinted with a legend that prohibits the transfer of the Shares unless (ia) they are registered or such registration is not required, and (iib) if the transfer is pursuant to an exemption from registration other than Rule 144 promulgated under the Securities Act ("Rule 144") and, if the Company S1 shall so request in writing, an opinion of counsel satisfactory to the Company S1 is obtained to the effect that the transaction is so exempt and in compliance with applicable state law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Security First Technologies Corp)

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Registration or Exemption Requirements. Purchaser further acknowledges and understands that the Shares must be held for investment purposes, and they may not be resold or otherwise transferred except in a transaction registered under the Securities Act or an exemption from such registration is available. Purchaser understands that the certificate(s) evidencing the Shares will be imprinted with a legend that prohibits the transfer of the Shares 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 ("Rule 144") 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 and in compliance with applicable state law.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Aviron)

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