Restrictions on Transferability of Securities Compliance With Securities Act. 8.1 Restrictions on Transferability. The Securities shall not be transferable in the absence of a registration under the Securities Act or an exemption therefrom. The Company shall be entitled to give stop transfer instructions to its transfer agent with respect to the Securities in order to enforce the foregoing restrictions.
Restrictions on Transferability of Securities Compliance With Securities Act. 8.1 Restrictions on Transferability. In addition to the restrictions ------------------------------- set forth in Section 8.2, Purchaser agrees that all offers and sales of the Note and the Conversion Stock prior to the expiration of a period commencing on the Closing Date and ending one year thereafter shall not be made to U.S. Persons or for the account or benefit of any U.S. Person and shall otherwise be made in compliance with Regulation S. Purchaser will cause any proposed purchaser, assignee, transferee, or pledgee of the Note or the Conversion Stock held by such Purchaser to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 8.
Restrictions on Transferability of Securities Compliance With Securities Act. 6.1 Definition. As used in this Article VI, the term "
Restrictions on Transferability of Securities Compliance With Securities Act. 2.1 Restrictions on Transferability. The Merger Shares shall not be transferable except pursuant to an effective registration statement under the Securities Act, in compliance with Rule 144 or pursuant to an effective exemption from registration under the Securities Act and any applicable state securities laws, or upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act, or, in the case of Section 2.12 hereof, an orderly distribution of such securities. Until such time as the restrictive legend set forth in Section 2.2 is no longer required to be placed on the Restricted Securities, each Common Holder will cause any proposed transferee of the Merger Shares held by such Common Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2 (including the “market stand-off provisions of Section 2.12). Notwithstanding the foregoing, no such restriction shall apply to a transfer (each, an “Exempted Transfer”) by a Common Holder that is (A) a partnership transferring to its partners, former partners or estates of former partners in accordance with partnership interests, (B) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Common Holder, (C) a limited liability company transferring to its members, former members or estates of former members in accordance with their interest in the limited liability company, or (D) an individual transferring by gift to such person’s Immediate Family Members or trust for the benefit of such person or his Immediate Family Member(s), provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he or she were an original Common Holder, as applicable, hereunder.
Restrictions on Transferability of Securities Compliance With Securities Act. 9.1 Restrictions on Transferability. None of the Shares, the Conversion Shares, the Warrants or the Warrant Shares shall be transferable, except upon the conditions specified in this Section 9, which conditions are intended to insure compliance with the provisions of the Securities Act or, in the case of Section 9.15 hereof, to assist in an orderly distribution of the Company's securities. Each Purchaser will cause any proposed transferee of Shares, Conversion Shares, Warrants or Warrant Shares held by such Purchaser to agree to take and hold those securities subject to the provisions and upon the conditions specified in this Section 9.
Restrictions on Transferability of Securities Compliance With Securities Act. 7.1 Restrictions on Transferability. The Notes are, and the shares of the Series II Preferred and Conversion Stock and all other securities issued in respect of the Notes, Series II Preferred or the Conversion Stock upon any stock split or stock dividend, or in any recapitalization, reorganization, merger, consolidation or similar event not registered under the Securities Act (the Notes, Shares, the Conversion Stock and such other securities, if any, collectively, the "Restricted Securities") when issued will be, "restricted securities" as defined by Rule 144 under the Securities Act ("Rule 144") and may not be Transferred (as hereinafter defined) except upon the conditions specified in this Article 7 or Rule 144, which are intended to ensure compliance with the provisions of the Securities Act. Each Purchaser shall cause any proposed Transferee (as hereinafter defined) of the Restricted Securities held by such Purchaser to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Article 7 and the Other Agreements as applicable.
Restrictions on Transferability of Securities Compliance With Securities Act. 2.1 Restrictions on Transferability. The shares of Common Stock of the Company held by the Holders (as hereinafter defined) shall not be transferable, except upon the conditions specified in this Section 2 or in the Merger Agreement or in any certificate or letter referred to therein, which conditions are intended to ensure compliance with the provisions of the Securities Act or to account for the Merger as a pooling-of-interests transaction or, in the case of Section 2.15 hereof, to assist in an orderly distribution, as the case may be. Each holder will cause any proposed transferee of Restricted Securities (as hereinafter defined) held by that holder to agree to take and hold those securities subject to the provisions and upon the conditions specified in this Section 2 or in the Merger Agreement or in any certificate or letter referred to therein.
Restrictions on Transferability of Securities Compliance With Securities Act. 6.1 Restrictions on Transferability. The Shares to be issued hereunder are "Restricted Securities" and shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Section 6, which conditions are intended to ensure compliance with the provisions of the Securities Act. To the extent required by law, Purchaser will cause any proposed purchaser, assignee, transferee, or pledgee of the Shares held by Purchaser to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 6.
Restrictions on Transferability of Securities Compliance With Securities Act. Registration Rights 1.1
Restrictions on Transferability of Securities Compliance With Securities Act. (a) Restrictions on Transferability. None of the Securities shall be sold, assigned, transferred or pledged except upon the conditions specified in this section, which conditions are intended to ensure compliance with the Securities Act. Each Purchaser will cause any proposed purchaser, assignee, transferee, or pledgee of any of the Securities to agree to take and hold such Securities subject to the provisions and upon the conditions specified in this section.
