Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.
Appears in 211 contracts
Samples: Private Placement Units Purchase Agreement (Newbury Street II Acquisition Corp), Private Placement Units Purchase Agreement (Newbury Street II Acquisition Corp), Unit Subscription Agreement (Rising Dragon Acquisition Corp.)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the SecuritiesSecurities if, if in the sole judgment of the Company Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and applicable state securities laws and (iii) in compliance herewith and with the Letter Agreement.
Appears in 74 contracts
Samples: Form of Private Placement Units Subscription Agreement (Blue Room Acquisition Corp.), Form of Private Placement Units Subscription Agreement (Blue Room Acquisition Corp.), Private Placement Units Subscription Agreement (Miao Zhizhuang)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and (ii) in compliance herewith.
Appears in 43 contracts
Samples: Private Placement Units Purchase Agreement (Andretti Acquisition Corp. II), Private Placement Warrant Purchase Agreement (GigCapital7 Corp.), Private Placement Units Purchase Agreement (Andretti Acquisition Corp. II)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the SecuritiesSecurities if, if in the sole judgment of the Company Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and applicable state securities laws and (iii) in compliance herewith.
Appears in 28 contracts
Samples: Placement Unit Subscription Agreement (Cohen Circle Acquisition Corp. I), Unit Subscription Agreement (Cohen Circle Acquisition Corp. I), Form of Underwriter Unit Purchase Agreement (Endeavor Acquisition Corp.)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and (ii) in compliance herewith and with the Insider Letter.
Appears in 26 contracts
Samples: Private Placement Unit Subscription Agreement (Abri SPAC 2, Inc.), Private Placement Units Purchase Agreement (Grandview Capital Acquisition Corp.), Unit Subscription Agreement (Twelve Seas Investment Co IV TMT)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the SecuritiesSecurities if, if in the sole judgment of the Company Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and (iii) in compliance herewith.
Appears in 13 contracts
Samples: Unit Subscription Agreement (Fintech Acquisition Corp Vi), Unit Subscription Agreement (Fintech Acquisition Corp Vi), Unit Subscription Agreement (Fintech Acquisition Corp Vi)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and (iii) in compliance herewith and with the Insider Letter.
Appears in 7 contracts
Samples: Third Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.), Second Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.), Third Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the SecuritiesSecurities if, if in the sole judgment of the Company Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and (iii) in compliance herewith and with the Letter Agreement.
Appears in 7 contracts
Samples: Unit Subscription Agreement (Fintech Acquisition Corp. II), Unit Subscription Agreement (FinTech Acquisition Corp), Unit Subscription Agreement (FinTech Acquisition Corp)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the SecuritiesSecurities if, if in the sole judgment of the Company upon advice of counsel, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and (iii) in compliance herewith and with the Letter Agreement.
Appears in 7 contracts
Samples: Securities Purchase Agreement (CardConnect Corp.), Securities Purchase Agreement (CardConnect Corp.), Securities Purchase Agreement (CardConnect Corp.)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the SecuritiesWarrants or the Warrant Shares if, if in the sole judgment of the Company Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.
Appears in 5 contracts
Samples: Form of Subscription Agreement (Asia Special Situation Acquisition Corp), Form of Subscription Agreement (Asia Special Situation Acquisition Corp), Form of Subscription Agreement (Asia Special Situation Acquisition Corp)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and the rules promulgated by the Commission thereunder and with all applicable state securities laws.
Appears in 5 contracts
Samples: Amended and Restated Unit Subscription Agreement (Bison Capital Acquisition Corp.), Amended and Restated Unit Subscription Agreement (Bison Capital Acquisition Corp.), Unit Subscription Agreement (Bison Capital Acquisition Corp)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the SecuritiesSecurities if, if in the sole judgment of the Company Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and applicable state securities laws and (iii) in compliance herewith and with the Letter Agreement.
Appears in 5 contracts
Samples: Unit Subscription Agreement (Belong Acquisition Corp.), Unit Subscription Agreement (Belong Acquisition Corp.), Unit Subscription Agreement (Belong Acquisition Corp.)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the SecuritiesSecurities if, if in the sole judgment of the Company Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.
Appears in 4 contracts
Samples: Private Placement Unit Subscription Agreement (Oak Woods Acquisition Corp), Private Placement Unit Subscription Agreement (Oak Woods Acquisition Corp), Private Placement Unit Subscription Agreement (Plutonian Acquisition Corp.)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and in compliance with the Insider Letter.
Appears in 3 contracts
Samples: Third Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.), Second Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.), Amended and Restated Unit Subscription Agreement (Chart Acquisition Corp.)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.
Appears in 2 contracts
Samples: Unit Subscription Agreement (JVSPAC Acquisition Corp.), Unit Subscription Agreement (JVSPAC Acquisition Corp.)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and applicable state securities laws and (iii) in compliance herewith.
Appears in 2 contracts
Samples: Unit Subscription Agreement (Chenghe Acquisition II Co.), Unit Subscription Agreement (Chenghe Acquisition II Co.)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and (ii) in compliance herewith and with the Insider Letter Agreement.
Appears in 2 contracts
Samples: Private Placement Warrants Purchase Agreement (Aurora Acquisition Corp.), Private Placement Warrants Purchase Agreement (Aurora Acquisition Corp.)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the SecuritiesWarrants or the Warrant Shares, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.
Appears in 1 contract
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and in compliance with the Lock-Up Agreement.
Appears in 1 contract
Samples: Unit Subscription Agreement (Chart Acquisition Corp.)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and (iii) in compliance herewith and with the Lock-Up Agreement.
Appears in 1 contract
Samples: Unit Subscription Agreement (Chart Acquisition Corp.)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.Act [and (ii) in compliance herewith and with the Insider Letter].†
Appears in 1 contract
Samples: Warrant Purchase Agreement (PENSARE ACQUISITION Corp)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the SecuritiesSecurities if, if in the sole judgment of the Company Company, such purported transfer would not be made (A) (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities ActAct and applicable state securities laws and (B) in compliance herewith and with the Letter Agreement.
Appears in 1 contract
Samples: Placement Unit Subscription Agreement (Cohen Circle Acquisition Corp. I)
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.
Appears in 1 contract
Samples: Warrant Purchase Agreement (PENSARE ACQUISITION Corp)
