Common use of Transfer or Sale Clause in Contracts

Transfer or Sale. ‎The Investor understands that (i) the Securities may not be offered for sale, sold, assigned, pledged, hypothecated or otherwise transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (ii) any sale of the Securities made in reliance on Rule 144 promulgated under the Securities Act (“Rule 144”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.

Appears in 2 contracts

Samples: Purchase Agreement (Heart Test Laboratories, Inc.), Purchase Agreement (Nutex Health, Inc.)

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Transfer or Sale. ‎The The Investor understands that (i) the Securities Purchase Shares may not be offered for sale, sold, assigned, pledged, hypothecated assigned or otherwise transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (ii) any sale of the Securities Purchase Shares made in reliance on Rule 144 promulgated under the Securities Act (“Rule 144”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities Purchase Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.

Appears in 1 contract

Samples: Purchase Agreement (Brickell Biotech, Inc.)

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Transfer or Sale. ‎The The Investor understands that (i) the Securities may not be offered for sale, sold, assigned, pledged, hypothecated assigned or otherwise transferred unless (A) registered pursuant to the Securities Act (including pursuant to the Registration Rights Agreement) or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (ii) any sale of the Securities made in reliance on Rule 144 promulgated under the Securities Act (“Rule 144”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities Purchase Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC Securities and Exchange Commission (“SEC”) thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Brickell Biotech, Inc.)

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