Agreement to Refrain from Resales. The Optionee agrees that, notwithstanding any provision hereof or in the Plan to the contrary, the Optionee shall in no event make any disposition of all or any part of or interest in the Shares and that such Shares shall not be encumbered, pledged, hypothecated, sold or transferred by the Optionee nor shall the Optionee receive any consideration for such Shares or for any interest therein from any person, unless and until prior to any proposed transfer, encumbrance, disposition, pledge, hypothecation or sale of any Shares, either (1) a registration statement on form S-1 or S-8 (or any other form replacing such form or appropriate for the purpose under the Act) with respect to such shares proposed to be transferred or otherwise disposed of shall be then effective or (2)
(i) the Optionee shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Optionee shall have furnished the Company with an opinion of counsel in form and substance satisfactory to the Company to the effect that such disposition will not require registration of any such Shares under the Act or qualification of any such shares under any other securities law, (iii) such opinion of counsel shall have been concurred in by counsel for the Company and (iv) the Company shall have advised the Optionee of such concurrence.
Agreement to Refrain from Resales. Without in any way limiting the representations and warranties herein, the Subscriber further agrees that the Subscriber shall in no event pledge, hypothecate, sell, transfer, assign or otherwise dispose of part or all of the Interests, nor shall the Subscriber receive any consideration for part or all of the Interests from any person, unless and until prior to any proposed pledge, hypothecation, sale, transfer, assignment or other disposition, the Subscriber shall comply with all requirements and conditions in the Operating Agreement.
Agreement to Refrain from Resales. The Holder shall in no event pledge, sell, transfer, assign, or otherwise dispose of any shares of Company common stock to be issued pursuant to the Exchange, nor shall the Holder receive any consideration for such shares from any person, unless, before any proposed pledge, sale, transfer, assignment, or other disposition:
(a) A registration statement under the Act registering resale of such shares, including those owned by the Holder, shall be then effective and such disposition shall have been appropriately qualified in accordance with the Act; or
(b) The Holder reasonably concludes that any such proposed pledge, sale, transfer, assignment, or other disposition of such shares is exempt from registration of such shares under the Act or registration or qualification of such shares under any other federal or state securities law, and has provided to the Company, at the request of the Company, evidence of such exemption, to the reasonable satisfaction of the Company, including, without limitation, a legal opinion that such proposed pledge, sale, transfer, assignment, or other disposition will not require registration of such shares under the Act or registration or qualification of such shares under any other federal or state securities law.
Agreement to Refrain from Resales. Each of the Southern Gas Group Equity Owners further agrees that they shall not encumber, pledge, hypothecate, sell, transfer, assign or otherwise dispose of, or receive any consideration for, any Exchange Shares or any interest in any Exchange Shares, unless and until prior to any proposed encumbrance, pledge, hypothecation, sale, transfer, assignment or other disposition, either (a) a registration statement on Form S-1 (or any other form appropriate for the purpose or replacing such form) under the Securities Act with respect to the Exchange Shares proposed to be transferred or otherwise disposed of shall be then effective or (b) after furnishing AUGI and its counsel with a detailed statement of the circumstances of the proposed disposition, (i) the Southern Gas Group Equity Owners shall have furnished AUGI with an opinion of counsel (obtained at their expense) in form and substance satisfactory to AUGI to the effect that such disposition will not require registration of such Exchange Shares under the Securities Act or registration or qualification of such Exchange Shares under the Securities Act or any other securities law and (ii) counsel for the Buyer shall have concurred in such opinion of counsel.
Agreement to Refrain from Resales. Without in any way limiting the representations and warranties herein, the Investor further agrees that the Investor shall in no event pledge, hypothecate, sell, transfer, assign or otherwise dispose of any part or all of the Shares, nor shall the Investor receive any consideration for any part or all of the Shares, unless and until prior to any proposed pledge, hypothecation, sale, transfer, assignment or other disposition, the Investor shall have complied with all the requirements and conditions in the Charter.
Agreement to Refrain from Resales. Without in any way limiting the Holder's representations herein, the Holder further agrees that the Holder shall not encumber, pledge, hypothecate, sell, assign, transfer or otherwise dispose of this Warrant or any Warrant Stock, unless and until, prior to any proposed encumbrance, pledge, hypothecation, sale, assignment, transfer or other disposition, either (i) a registration statement on Form S-l (or any other form appropriate for the purpose or replacing such form) under the Act with respect thereto shall be then effective (ii)(a) the Holder shall have furnished the Company with a statement of the circumstances of the proposed disposition and an opinion of counsel (obtained at the Holder's expense) satisfactory to the Company to the effect that such disposition will not require registration under the Act and (b) counsel for the Company shall have concurred in such opinion of counsel and the Company shall have advised the Holder of such concurrence; or (iii) the Warrant Stock can then be sold pursuant to Rule 144 under the Act.
Agreement to Refrain from Resales. The Stockholder, for itself and its members, further agrees that they shall not encumber, pledge, hypothecate, sell, transfer, assign or otherwise dispose of (except as provided in section 3), or receive and consideration for, any Shares or any interest in any Shares, unless and until prior to any proposed encumbrance, pledge, hypothecation, sale, transfer, assignment or other disposition, either (a) a registration statement on Form S-1 (or any other form appropriate for the purpose or replacing such form) under the Act with respect to the Shares proposed to be transferred or otherwise disposed of shall be then effective or (b)
(1) the Stockholder and its members shall have furnished the Company with a detailed statement of the circumstances of the proposed disposition, (2) the Stockholder and its members shall have furnished the Company with an opinion of counsel (obtained at their expense) in form and substance satisfactory to the Company to the effect that such disposition will not require registration of such Shares under the Act or registration or qualification of such Shares under the Law or any other securities law and (3) counsel for the Company shall have concurred in such opinion of counsel.
Agreement to Refrain from Resales. Without in any way limiting the representations and warranties herein, the Subscriber further agrees that the Subscriber shall in no event pledge, hypothecate, sell, transfer, assign or otherwise dispose of any Interests, nor shall the Subscriber receive any consideration for Interests from any person, unless:
(a) A registration statement under the Act with respect to the Interests shall be then effective; or
(b) The Subscriber shall have furnished the Partnership with an opinion of the Subscriber's counsel in form and substance satisfactory to the Partnership to the effect that the proposed transfer complies with applicable provisions of the Act and any applicable blue sky laws and will not result in the Partnership having to register as an investment company under the ICA. If, in the opinion of counsel for the Partnership, the Subscriber at any time hereafter has acted in a manner inconsistent with this Section 3, the Partnership may refuse to transfer the Interests until such time as counsel for the Partnership is of the opinion that such transfer will not require registration or qualification of Interests under the Act or any other securities law. The Subscriber understands and agrees that the Partnership may refuse to acknowledge or permit any disposition of Interests that is not in all respects in compliance with this Subscription Agreement.
Agreement to Refrain from Resales. Quik Drive USA agrees that it shall not encumber, pledge, hypothecate, assign, sell, transfer or otherwise dispose of, or receive any consideration for, any Parent Shares or any interest in any Parent Shares, unless and until prior to any proposed encumbrance, pledge, hypothecation, assignment, sale, transfer or other disposition, either (a) a registration statement on Form S-1 or Form S-3 (or any other form
(1) Quik Drive USA shall have furnished Parent with a detailed statement of the circumstances surrounding the proposed disposition, (2) Quik Drive USA shall have furnished Parent with an opinion of counsel (obtained at Quik Drive USA’s expense) in form and substance reasonably satisfactory to Parent to the effect that such disposition will not require registration or qualification of such Parent Shares under the Securities Act or any other securities law and (3) counsel for Parent shall have concurred in such opinion of counsel, and Parent shall have advised Quik Drive USA of such concurrence.
Agreement to Refrain from Resales. Without in any way limiting the representations and warranties herein, J&J agrees that it will not pledge, hypothecate, sell, transfer, assign or otherwise dispose of any the Series A Stock or securities into which the Series A Stock is convertible at any time without the prior written consent of the Company.
