Common use of Restricted Shares Clause in Contracts

Restricted Shares. Intrexon acknowledges that the shares when issued shall be restricted securities and must be held indefinitely unless subsequently registered under the Securities Act or the Company receives an opinion of counsel reasonably satisfactory to the Company that such registration is not required. Intrexon is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of stock purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the stock to be sold, the sale being through a “broker’s transaction” or a transaction directly with a “market maker” and the number of shares of the stock being sold during any three-month period not exceeding specified limitations. Intrexon further acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time Intrexon wishes to sell the shares and, if so, Intrexon would be precluded from selling the shares under Rule 144 even if the one year minimum holding period has been satisfied.

Appears in 10 contracts

Samples: Supplemental Stock Issuance Agreement, Stock Issuance Agreement (Oragenics Inc), Stock Purchase and Issuance Agreement (Oragenics Inc)

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Restricted Shares. Intrexon acknowledges that the shares when issued shall be First Tranche Shares, Second Tranche Shares and Upfront Purchase Shares are restricted securities and must be held indefinitely unless subsequently registered under the Securities Act or the Company receives an opinion of counsel reasonably satisfactory to the Company that such registration is not required. Intrexon is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of stock purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the stock to be sold, the sale being through a “broker’s transaction” or a transaction directly with a “market maker” and the number of shares of the stock being sold during any three-month period not exceeding specified limitations. Intrexon further acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time Intrexon wishes to sell the shares Shares and, if so, Intrexon would be precluded from selling the shares Shares under Rule 144 even if the one year minimum holding period has been satisfied.

Appears in 3 contracts

Samples: Agreement (Intrexon Corp), Agreement (Intrexon Corp), Registration Rights Agreement (Ziopharm Oncology Inc)

Restricted Shares. Intrexon acknowledges that the shares when issued shall be PKU Technology Access Fee Shares and the Milestone Shares are restricted securities and must be held indefinitely unless subsequently registered under the Securities Act or the Company receives an opinion of counsel reasonably satisfactory to the Company that such registration is not required. Intrexon is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of stock purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the stock to be sold, the sale being through a “broker’s transaction” or a transaction directly with a “market maker” and the number of shares of the stock being sold during any three-month period not exceeding specified limitations. Intrexon further acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time Intrexon wishes to sell the shares and, if so, Intrexon would be precluded from selling the shares under Rule 144 even if the one year minimum holding period has been satisfied.

Appears in 2 contracts

Samples: Stock Issuance Agreement, Stock Issuance Agreement (Synthetic Biologics, Inc.)

Restricted Shares. Intrexon acknowledges that the shares when issued shall be Technology Access Fee Shares, the Milestone Shares, and the Field Expansion Shares are restricted securities and must be held indefinitely unless subsequently registered under the Securities Act or the Company receives an opinion of counsel reasonably satisfactory to the Company that such registration is not required. Intrexon is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of stock purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the stock to be sold, the sale being through a “broker’s transaction” or a transaction directly with a “market maker” and the number of shares of the stock being sold during any three-month period not exceeding specified limitations. Intrexon further acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time Intrexon wishes to sell the shares and, if so, Intrexon would be precluded from selling the shares under Rule 144 even if the one year minimum holding period has been satisfied.

Appears in 2 contracts

Samples: Stock Issuance Agreement, Stock Issuance Agreement (Synthetic Biologics, Inc.)

Restricted Shares. Intrexon The Purchaser acknowledges that the shares when issued shall be Shares are restricted securities and must be held indefinitely unless subsequently registered under the Securities Act of 1933, as amended (the “Securities Act”) or the Company receives an opinion of counsel reasonably satisfactory to the Company that such registration is not required. Intrexon The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of stock purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the stock to be sold, the sale being through a “broker’s transaction” or a transaction directly with a “market maker” and the number of shares of the stock being sold during any three-month period not exceeding specified limitations. Intrexon The Purchaser further acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time Intrexon the Purchaser wishes to sell the shares Securities and, if so, Intrexon the Purchaser would be precluded from selling the shares Securities under Rule 144 even if the one year minimum holding period has been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Halozyme Therapeutics Inc)

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Restricted Shares. Intrexon The Purchaser acknowledges that the shares when issued shall be Shares are restricted securities and must be held indefinitely unless subsequently registered under the Securities Act or the Company receives an opinion of counsel reasonably satisfactory to the Company that such registration is not required. Intrexon The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of stock purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the stock to be sold, the sale being through a “broker’s transaction” or a transaction directly with a “market maker” and the number of shares of the stock being sold during any three-month period not exceeding specified limitations. Intrexon The Purchaser further acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time Intrexon the Purchaser wishes to sell the shares Securities and, if so, Intrexon the Purchaser would be precluded from selling the shares Securities under Rule 144 even if the one year minimum holding period has been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Halozyme Therapeutics Inc)

Restricted Shares. Intrexon The Purchaser acknowledges that the shares when issued shall be Shares are restricted securities and must be held indefinitely unless subsequently registered under the Securities Act or the Company receives an opinion of counsel reasonably satisfactory to the Company that such registration is not required. Intrexon The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of stock purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the stock to be sold, the sale being through a “broker’s transaction” or a transaction directly with a “market maker” and the number of shares of the stock being sold during any three-month period not exceeding specified limitations. Intrexon The Purchaser further acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time Intrexon the Purchaser wishes to sell the shares Securities and, if so, Intrexon the Purchaser would be precluded from selling the shares Securities under Rule 144 even if the one year minimum holding period has been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Halozyme Therapeutics Inc)

Restricted Shares. Intrexon acknowledges that the shares when issued shall be First Tranche Shares and Second Tranche Shares are restricted securities and must be held indefinitely unless subsequently registered under the Securities Act or the Company receives an opinion of counsel reasonably satisfactory to the Company that such registration is not required. Intrexon is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of stock purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the stock to be sold, the sale being through a “broker’s transaction” or a transaction directly with a “market maker” and the number of shares of the stock being sold during any three-month period not exceeding specified limitations. Intrexon further acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time Intrexon wishes to sell the shares Shares and, if so, Intrexon would be precluded from selling the shares Shares under Rule 144 even if the one year minimum holding period has been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Adeona Pharmaceuticals, Inc.)

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