Resales of Shares. The Investor represents, warrants and covenants that it will resell such Shares only pursuant to the Registration Statement in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations.
Resales of Shares. (a) The Purchaser hereby covenants with the Company not to make any sale of the Shares without satisfying the requirements of the Securities Act and the Rules and Regulations, including, in the event of any resale under the Registration Statement, the prospectus delivery requirements under the Securities Act, and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company pursuant to a resale under the Registration Statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate
Resales of Shares. (a) The Purchaser hereby covenants with the Company not to make any sale of the Shares without satisfying the requirements of the Securities Act and the Rules and Regulations, including, in the event of any resale under the Registration Statement, the prospectus delivery requirements under the Securities Act, and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company pursuant to a resale under the Registration statement unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate certificate
Resales of Shares. The Investor represents, warrants and covenants that it will resell such Shares only pursuant to the Registration Statement in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of the Purchase Notice of such number of shares of Common Stock reasonably expected to be purchased under each Purchase Notice shall not be deemed a Short Sale.
Resales of Shares. The Investor represents, warrants and covenants that it will resell such Shares only i) pursuant to the Registration Statement in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution (Conflict of Interest)” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act, or ii) in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws, as applicable.
Resales of Shares. (a) The Purchaser hereby covenants with the Company not to make any sale of the Purchaser's Shares without satisfying the requirements of this Agreement, the Securities Act and the Rules and Regulations, including, in the event of any resale under the Registration Statement, the prospectus delivery requirements under the Securities Act, and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company pursuant to a resale under the Registration Statement unless the certificate submitted to the transfer agent evidencing the Purchaser's Shares is accompanied by a separate officer's certificate
Resales of Shares. (a) The Company shall notify the Purchaser if it determines, in good faith following consultation with its Board of Directors or a committee thereof, that an event has happened as a result of which the Registration Statement or the Prospectus (as defined in Section 7.3.1 below) includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Upon receipt of such notice, the Purchaser will suspend its use of the Prospectus until such time as an amendment or supplement to the Registration Statement or the Prospectus has been filed by the Company and any such amendment to the Registration Statement is declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act, in each case to correct such misstatement or omission. The Company shall use its best efforts to prepare and file with the Commission any such amendment, supplement or report, as the case may be, as soon as practicable after delivering such notice to the Purchaser.
Resales of Shares. Until the second anniversary of the date ----------------- hereof, the Investor shall not in any way sell, assign or otherwise transfer any interest in the Shares (other than a distribution to the members of the Investor, provided that the restrictions of this Section 6 shall continue to be applicable to the Shares and such transferees shall agree in writing to be bound by the provisions of this Agreement affecting the Shares so transferred); provided, however, that the foregoing restriction shall not apply to any -------- ------- transfer by the Investor in connection with an underwritten offering of shares of Common Stock which has been registered with the Commission and provided, -------- further that during such two year period the Investor shall be permitted to ------- transfer shares of Common Stock in a privately negotiated transaction and/or pursuant to registration of the Shares under the Registration Rights Agreement in a non-underwritten offering in amounts that would otherwise be permitted under Rule 144 of the Securities Act but without giving effect to the holding period requirements thereof.
Resales of Shares. SBC agrees that it will not offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the Securities Act and the rules and regulations of the Commission thereunder, and in compliance with applicable state securities or Blue Sky laws.
Resales of Shares. (a) The Purchaser acknowledges and agrees that Shares purchased by it hereunder are not transferable on the books of the Company pursuant to a resale under the Registration Statement unless the Certificate submitted to the Transfer Agent evidencing such Shares is accompanied by a separate officer's certificate:
