Common use of Securities Law Restrictions Clause in Contracts

Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company (which will also contain other agreements with respect to the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel, reasonably satisfactory to the Company, that registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and all applicable state securities laws.

Appears in 101 contracts

Samples: Subscription Agreement (Silver Sustainable Solutions Corp.), Subscription Agreement (Silver Sustainable Solutions Corp.), Subscription Agreement (Silver Sustainable Solutions Corp.)

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Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) dated on or prior to be dated as of the closing of the IPO by and between Subscriber among the Subscriber, the Company and the Company (which will also contain other agreements with respect to parties thereto, the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received received, if requested by the Company, an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

Appears in 48 contracts

Samples: Contribution Agreement (GP-Act III Acquisition Corp.), Securities Assignment Agreement (GP-Act III Acquisition Corp.), Securities Assignment Agreement (GP-Act III Acquisition Corp.)

Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of on or prior to the closing of the IPO by and between Subscriber among the Subscriber, the Company and the Company (which will also contain other agreements with respect to parties thereto, the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received received, if requested by the Company, an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

Appears in 30 contracts

Samples: AXIOS Sustainable Growth Acquisition Corp, Sports & Health Tech Acquisition Corp, SHUAA Partners Acquisition Corp I

Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) dated on or prior to be dated as of the closing of the IPO by and between Subscriber and among the Subscriber, the Company (which will also contain and other agreements with respect to parties thereto, the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares Securities unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares Securities proposed to be transferred shall then be effective or (b) the Company has received received, if requested by the Company, an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

Appears in 10 contracts

Samples: Rigel Resource Acquisition Corp., FirstMark Acquisition Corp. III, FirstMark Acquisition Corp. II

Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) dated on or prior to be dated as of the closing of the IPO by and between Subscriber among the Subscriber, the Company and the Company (which will also contain other agreements with respect to parties thereto, the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, thereto (ai) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (bii) the Company has received received, if requested by the Company, an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

Appears in 9 contracts

Samples: Securities Subscription Agreement (Games & Esports Experience Acquisition Corp.), Bullpen Parlay Acquisition Co, Blue Ocean Acquisition Corp

Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter stock escrow agreement (commonly known as an “Insider LetterEscrow Agreement”) to be dated as of entered into between the closing of Company, the IPO by and between Subscriber and the Company (which will also contain other agreements Company’s transfer agent in connection with respect to the Shares)consummation of the IPO, the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Founder Shares unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Founder Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

Appears in 7 contracts

Samples: Noble Education Acquisition Corp., Research Alliance Corp. II, Alpha Healthcare Acquisition Corp Iii

Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an the Insider LetterLetter Agreement”) to be dated as of entered into on or prior to the closing of the IPO by and between Subscriber among the Subscriber, the Company and the Company (which will also contain other agreements with respect to parties thereto, the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received shall have received, if requested by the Company, an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

Appears in 4 contracts

Samples: Social Capital Suvretta Holdings Corp. I, Social Capital Suvretta Holdings Corp. III, Social Capital Suvretta Holdings Corp. IV

Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) ), to be dated as of the closing pricing of the IPO by and between Subscriber IPO, among the Subscriber, other holders of Class B Ordinary Shares and the Company (which will also contain other agreements with respect to Company, the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Purchased Shares unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Purchased Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

Appears in 4 contracts

Samples: Israel Amplify Program Corp., Israel Amplify Program Corp., Israel Amplify Program Corp.

Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of on or prior to the closing of the IPO by and between Subscriber and among the Subscriber, the Company (which will also contain and other agreements with respect to parties thereto, the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares Securities unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares Securities proposed to be transferred shall then be effective or (b) the Company has received received, if requested by the Company, an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

Appears in 3 contracts

Samples: Heartland Media Acquisition Corp., Insight Acquisition Corp. /DE, Lerer Hippeau Acquisition Corp.

Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company (Company, which will also contain other agreements with respect to the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate hypothecate, mortgage, charge or otherwise dispose of all or any part of the Shares unless, prior thereto, (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective effective, or (b) the Company has received an opinion from counsel, reasonably satisfactory to the Company, that registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and all applicable state securities laws.

Appears in 3 contracts

Samples: CCIF Acquisition Corp., CCIF Acquisition Corp., CCM Acquisition Corp.

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Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of or prior to the closing of the IPO by and between Subscriber among Subscriber, the Company and the Company (which will also contain other agreements with respect to the Shares)parties thereto, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received received, if requested by the Company, an opinion from counsel, counsel reasonably satisfactory to the Company, Company that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and all applicable state securities laws.

Appears in 3 contracts

Samples: Israel Acquisitions Corp, Rose Hill Acquisition Corp, L Catterton Latin America Acquisition Corp

Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) ), to be dated as of the closing of the IPO by and between Subscriber IPO, among the Subscriber, any other holders of Class B Ordinary Shares and the Company (which will also contain other agreements with respect to Company, the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel, counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

Appears in 3 contracts

Samples: Lazard Fintech Acquisition Corp. I, Lazard Healthcare Acquisition Corp. I, Lazard Growth Acquisition Corp. I

Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of entered into in connection with the IPO by and between Subscriber and the Company (which will also contain other agreements with respect to the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, (ai) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (bii) the Company has received an opinion from counsel, reasonably satisfactory to the Company, that registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and all applicable state securities laws.

Appears in 3 contracts

Samples: Thimble Point Acquisition Corp. II, Thimble Point Acquisition Corp. II, Thimble Point Acquisition Corp.

Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of entered into in connection with the IPO by and between Subscriber and the Company (which will also contain other agreements with respect to the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel, reasonably satisfactory to the Company, that registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and all applicable state securities laws.

Appears in 2 contracts

Samples: Tishman Speyer Innovation Corp. II, TS Innovation Acquisitions Corp.

Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between the Subscriber and the Company (which will also contain other agreements with respect to the Shares), the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto, (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel, reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the U.S. Securities and Exchange Commission thereunder and with all applicable state securities laws.

Appears in 1 contract

Samples: Letter Agreement (FAST Acquisition Corp. II)

Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company (which will also contain other agreements with respect to the Shares), Subscriber agrees not to sell, transfer, pledge, hypothecate hypothecate, mortgage, charge or otherwise dispose of all or any part of the Shares unless, prior thereto, (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel, reasonably satisfactory to the Company, that registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and all applicable state securities laws.

Appears in 1 contract

Samples: Denham Sustainable Performance Acquisition Corp.

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