Common use of Restrictions on Transfer; Compliance with Securities Laws Clause in Contracts

Restrictions on Transfer; Compliance with Securities Laws. 6.2.1 The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment and agrees to comply with the transfer restrictions contained in this Section 6.2. The Holder will not offer, sell or otherwise dispose of this Warrant or any Shares of Common Stock to be issued upon exercise hereof, except under circumstances that will not result in a violation of applicable federal and state securities laws. Prior to offering, selling or otherwise disposing of the Warrants or Shares, the holder hereof or thereof will give the Company a written notice describing the manner and circumstances of the transfer accompanied by, if requested by the Company, a written opinion of legal counsel satisfactory to the Company to the effect, as amended, that the proposed transfer may be effected without registration under the Securities Act of 1933 or any state blue sky law. Any Warrant or Shares transferred in violation of applicable federal and state securities laws shall be void and not recognized by the Company. For so long as the restrictions on transfer specified in this Section 6 apply, any transferee of this Warrant or Shares shall execute an agreement agreeing to be bound by the terms of this Section 6.

Appears in 3 contracts

Samples: Mdi Entertainment Inc, Mdi Entertainment Inc, Mdi Entertainment Inc

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Restrictions on Transfer; Compliance with Securities Laws. 6.2.1 (a) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock and Options to be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment and agrees to comply with the transfer restrictions contained in this Section 6.2. The Holder will not offer, sell or otherwise dispose of this Warrant or any Shares shares of Common Stock or Options to be issued upon exercise hereofhereof ("Securities"), except under circumstances that will not result in a violation of applicable federal and state securities laws. Prior to offering, selling or otherwise disposing of the Warrants or SharesSecurities, the holder hereof or thereof will give the Company a written notice describing the manner and circumstances of the transfer accompanied by, if requested by the Company, a written opinion of legal counsel satisfactory to the Company to the effect, as amended, that the proposed transfer may be effected without registration under the Securities Act of 1933 or any state blue sky law. Any Warrant or Shares Securities transferred in violation of applicable federal and state securities laws shall be void and not recognized by the Company. For so long as the restrictions on transfer specified in this Section 6 apply, any Any transferee of this Warrant or Shares shall execute an agreement agreeing to be bound by the terms of this Section 6.

Appears in 2 contracts

Samples: Cdbeat Com Inc, Atlantis Equities Inc

Restrictions on Transfer; Compliance with Securities Laws. 6.2.1 (a) The Holder of this WarrantOption, by acceptance hereof, acknowledges that this Warrant Option and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment and agrees to comply with the transfer restrictions contained in this Section 6.2. The Holder will not offer, sell or otherwise dispose of this Warrant Option or any Shares shares of Common Stock to be issued upon exercise hereofhereof ("SHARES"), except under circumstances that will not result in a violation of applicable federal and state securities laws. Prior to offering, selling or otherwise disposing of the Warrants Options or Shares, the holder hereof or thereof will give the Company a written notice describing the manner and circumstances of the transfer accompanied by, if requested by the Company, a written opinion of legal counsel satisfactory to the Company to the effect, as amended, that the proposed transfer may be effected without registration under the Securities Act of 1933 or any state blue sky law. Any Warrant Option or Shares transferred in violation of applicable federal and state securities laws shall be void and not recognized by the Company. For so long as the restrictions on transfer specified in this Section 6 apply, any Any transferee of this Warrant Option or Shares shall execute an agreement agreeing to be bound by the terms of this Section 6.

Appears in 1 contract

Samples: Atlantis Equities Inc

Restrictions on Transfer; Compliance with Securities Laws. 6.2.1 (a) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment and agrees to comply with the transfer restrictions contained in this Section 6.2. The Holder will not offer, sell or otherwise dispose of this Warrant or any Shares shares of Common Stock to be issued upon exercise hereofhereof ("Shares"), except under circumstances that will not result in a violation of applicable federal and state securities laws. Prior to offering, selling or otherwise disposing of the Warrants or Shares, the holder hereof or thereof will give the Company a written notice describing the manner and circumstances of the transfer accompanied by, if requested by the Company, a written opinion of legal counsel satisfactory to the Company to the effect, as amended, that the proposed transfer may be effected without registration under the Securities Act of 1933 or any state blue sky law. Any Warrant or Shares transferred in violation of applicable federal and state securities laws shall be void and not recognized by the Company. For so long as the restrictions on transfer specified in this Section 6 apply, any Any transferee of this Warrant or Shares shall execute an agreement agreeing to be bound by the terms of this Section 6.

Appears in 1 contract

Samples: U S Wireless Data Inc

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Restrictions on Transfer; Compliance with Securities Laws. 6.2.1 (a) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment investment, and agrees to comply with the transfer restrictions contained in this Section 6.2. The Holder will not offer, sell or otherwise dispose of this Warrant or any Shares shares of Common Stock to be issued upon exercise hereof, hereof ("SHARES") except under circumstances that will not result in a violation of applicable federal and state securities laws. Prior to offering, selling or otherwise disposing of the Warrants or Shares, the holder hereof or thereof will give the Company a written notice describing describing, the manner and circumstances of the transfer accompanied by, if requested by the Company, a written opinion of legal counsel satisfactory to the Company Company, to the effect, as amended, effect that the proposed transfer may be effected without registration under the Securities Act of 1933 or any state blue sky law. Any Warrant or Shares transferred in violation of applicable federal and state securities laws shall be void and not recognized by the Company. For so long as the restrictions on transfer specified in this Section 6 apply, any Any transferee of this Warrant or Shares shall execute an agreement agreeing to be bound by the terms of this Section 6.

Appears in 1 contract

Samples: Nomos Corp

Restrictions on Transfer; Compliance with Securities Laws. 6.2.1 (a) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment and agrees to comply with the transfer restrictions contained in this Section 6.2. The Holder will not offer, sell or otherwise dispose of this Warrant or any Shares shares of Common Stock to be issued upon exercise hereofhereof ("SHARES"), except under circumstances that will not result in a violation of applicable federal and state securities laws. Prior to offering, selling or otherwise disposing of the Warrants or Shares, the holder hereof or thereof will give the Company a written notice describing the manner and circumstances of the transfer accompanied by, if requested by the Company, a written opinion of legal counsel satisfactory to the Company to the effect, as amended, that the proposed transfer may be effected without registration under the Securities Act of 1933 or any state blue sky law. , Any Warrant or Shares transferred in violation of applicable federal and state securities laws shall be void and not recognized by the Company. For so long as the restrictions on transfer specified in this Section 6 apply, any Any transferee of this Warrant or Shares shall execute an agreement agreeing to be bound by the terms of this Section 6.

Appears in 1 contract

Samples: Nomos Corp

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