Resale or Transfer Sample Clauses

Resale or Transfer. Such Purchaser understands that: (i) other than pursuant to the Registration Rights Agreement, the resale of the Restricted Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Restricted Securities may not be sold or otherwise transferred unless (a) the Restricted Securities are sold or transferred pursuant to an effective registration statement under the Securities Act, (b) at the Company's request, such Purchaser shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope reasonably satisfactory to the Company's counsel) to the effect that the Restricted Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, or (c) the Restricted Securities are sold pursuant to Rule 144 promulgated under the Securities Act; (ii) any sale of such Restricted Securities made in reliance on Rule 144 under the Securities Act may be made only in accordance with the terms of such Rule; and (iii) except as set forth in the Registration Rights Agreement, neither the Company nor any other Person is under any obligation to register such Restricted Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Such Purchaser acknowledges that an appropriate restrictive legend will be placed on the certificate or certificates representing the Restricted Securities that may be issued pursuant to this Agreement.
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Resale or Transfer. Upon any sale or transfer of the shares purchased upon exercise of the Option, the Optionee shall satisfy the Company that either (i) the shares to be so sold or transferred have been registered under the Securities Act of 1933, as amended, and that there is in effect a current prospectus satisfying the requirements of Section 10(a) of said Act that is being or shall be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates evidencing the shares to be sold or transferred, or (ii) such shares may then be sold without such registration without violating Section 5 of said Act. In addition, the Optionee shall satisfy the Company that any other restrictions upon the transfer of such shares, imposed either under the Plan or this Agreement, have been complied with or are inapplicable.
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Resale or Transfer. Customer may not resell or otherwise transfer the ------------------ Software without Aspect's prior written consent, which shall not be unreasonably withheld. Any transfer is subject to Customers payment of a Software license reissue fee and, if the System is not at the current Software Release level, a one-time software revision upgrade fee at Aspect's then-current rate. Upon request for transfer, Aspect's consent and Customer's payment of such fees. Aspect will reissue the applicable Software licenses to the transferee. Aspect agrees that the Software license reissue fee for the basic Call Center System Software will not exceed 20% of the Price Guide purchase price of the basic Call Center System. The Software license reissue fee for other Software will be the Price Guide purchase price of such Software. In the event Customer resells or otherwise transfers any Equipment purchased under this Agreement, other than to a financing company for the sole purpose of financing the purchase of the Equipment, Aspect shall have no obligation to enter into a support agreement with the transferee unless the Equipment is covered by a Comprehensive Support Plan agreement effective at the time of the transfer and then only upon Aspect and the new owner (i) reaching a negotiated agreement regarding all material terms and conditions for the provision of support and (ii) entering into Aspect's Customer Agreement. In the event that support coverage has lapsed on a System. and the new owner wishes Aspect to support the System, Aspect must recertify the System and will charge a recertification fee not to exceed 10% of the then-current Price Guide purchase price of an equivalent new System. Regardless of whether support coverage has lapsed, Aspect must recertify transferred Equipment other than Systems (excluding TeleSets) and will charge a recertification fee not exceeding 15% of the Price Guide purchase price of such Equipment which must be paid prior to installation of the Equipment in the transferee's Call Center.
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Resale or Transfer. 4 3.6 Residency.................................................................... 5 3.7 Organization................................................................. 5 3.8
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Resale or Transfer. During the currency of this Agreement, Exelar and TSI shall not transfer and the Company shall not approve a transfer of any of the Covered Shares without the written approval of the other.
Sample 1

Related to Resale or Transfer

  • Sale or Transfer The Noteholder has not sold, assigned, conveyed, transferred, mortgaged, hypothecated, pledged or encumbered or otherwise permitted any lien to be incurred with respect to the Note or any portion thereof.

  • No Sale or Transfer No Receivable has been sold, transferred, assigned or pledged by the Depositor to any Person other than the Issuer.

  • Assignment or Transfer In no event will either the Reinsured or the Reinsurer assign any of its rights, duties and or obligations under this Agreement without the prior written approval of the other party. Such approval will not unreasonably be withheld. In no event will either the Reinsured or the Reinsurer transfer either the IncomeFlex Contracts reinsured under this Agreement or the reinsurance without the prior written approval of the other party. Such approval will not unreasonably be withheld. No assignment or transfer shall be effective unless such assignment or transfer is (i) filed with the Reinsured’s appropriate domiciliary regulator(s) at least 30 days prior to the proposed effective date, (ii) not disapproved, (iii) made in writing, and (iv) signed by the parties hereto.

  • Exercise or Transfer Without Registration If, at the time of the surrender of this Warrant in connection with any exercise, transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder), shall not be registered under the Securities Act of 1933, as amended (the "Securities Act") and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such exercise, transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel, which opinion and counsel are acceptable to the Company, to the effect that such exercise, transfer, or exchange may be made without registration under said Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. The first holder of this Warrant, by taking and holding the same, represents to the Company that such holder is acquiring this Warrant for investment and not with a view to the distribution thereof.

  • Consolidation, Merger or Sale or Transfer of Assets or ------------------------------------------------------ Earning Power. -------------

  • Partial Exercise or Transfer Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.

  • Exchange, Transfer or Assignment of Warrant This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.

  • Transfer of Rights of First Refusal The rights of first refusal of each Major Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10.

  • Consideration for Transfer Notwithstanding anything to the contrary herein contained, except as may be required by Section 5 hereof, where a Transfer is made for consideration, in no event shall any such Transfer by Executive of Executive Securities be made under Section 6(c) or offered to be made under Section 6(b) for any consideration other than United States dollars payable in full upon consummation of such Transfer.

  • Assignment or transfer fee The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of USD 2,500.

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